INCYTE CORP — Registration Form 2011

Jun 15, 2011

*As filed with the Securities and Exchange Commission on June 15, 2011.*

*Registration No. 333-*

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*Form S-8*

*REGISTRATION STATEMENT*

*UNDER*

*THE SECURITIES ACT OF 1933*

*INCYTE CORPORATION*

(Exact name of registrant as specified in its charter)

Delaware	94-3136539
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Experimental Station, Route 141 & Henry Clay Road, Building E336 Wilmington, Delaware	19880
(Address of Principal Executive Offices)	(Zip Code)

*1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE CORPORATION*

(Full title of the plan)

PAUL A. FRIEDMAN	Copy to:
President and Chief Executive Officer	STANTON D. WONG
Incyte Corporation	Pillsbury Winthrop Shaw Pittman LLP
Experimental Station, Route 141 & Henry Clay Road, Building E336 Wilmington, Delaware	P.O. Box 7880 San Francisco, CA 94120 (415) 983-1000
(302) 498-6700
(Name, address and 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.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

*CALCULATION OF REGISTRATION FEE*

Title of	Amount	Proposed Maximum	Proposed	Amount of
Securities To	To Be	Offering Price	Maximum Aggregate	Registration
Be Registered	Registered(1)	per Share(2)	Offering Price(2)	Fee
Common Stock, $.001 par value per share	1,000,000 shares	$ 17.59	$ 17,590,000	$ 2,043

(1) Calculated pursuant to General Instruction E to Form S-8.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low sales prices of the Registrant’s Common Stock on The NASDAQ Global Market on June 13, 2011.

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INFORMATION REQUIRED PURSUANT

TO GENERAL INSTRUCTION E TO FORM S-8

*General Instruction E Information*

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on July 16, 1997 (File No. 333-31409), October 3, 2000 (File No. 333-47180), August 15, 2001 (File No. 333-67596), June 28, 2002 (File No. 333-91540), August 15, 2003 (File No. 333-108013), May 25, 2006 (File No. 333-134472), June 17, 2008 (File No. 333-151715), June 16, 2009 (File No. 333-160007) and June 15, 2010 (File No. 333-167528) are hereby incorporated by reference.

*Part II*

*Information Required in the Registration Statement*

*Item 3. Incorporation of Documents by Reference.*

The following documents previously filed by Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(1) Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010;

(2) Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011;

(3) Registrant’s Current Reports on Form 8-K filed on January 13, 2011, February 9, 2011, March 11, 2011, March 16, 2011, May 25, 2011 and June 7, 2011; and

(4) The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 5, 1996.

In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 hereof from the date of filing of such documents. The Registrant is not, however, incorporating, in each case, any documents or information that the Registrant is deemed to furnish and not file in accordance with Securities and Exchange Commission rules.

*Item 8. Exhibits*

Exhibit
Number	Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

1

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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 Wilmington, State of Delaware, on June 15, 2011.

INCYTE CORPORATION
By	/s/ PAUL A. FRIEDMAN
	Paul A. Friedman
	President and Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul A. Friedman, David C. Hastings, and Patricia A. Schreck, and each of them, his true and lawful attorneys-in-fact and agents, each 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 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, 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 his substitute or substitutes, may 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 date indicated:

Signature	Title	Date
/s/ PAUL A. FRIEDMAN	President and Chief Executive Officer (Principal Executive Officer) and Director	June 15, 2011
Paul A. Friedman
/s/ DAVID C. HASTINGS	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 15, 2011
David C. Hastings
/s/ LAURENT CHARDONNET	Vice President, Finance and Treasurer (Principal Accounting Officer)	June 15, 2011
Laurent Chardonnet

2

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/s/ RICHARD U. DE SCHUTTER	Chairman	June 15, 2011
Richard U. De Schutter
/s/ BARRY M. ARIKO	Director	June 15, 2011
Barry M. Ariko
/s/ JULIAN C. BAKER	Director	June 15, 2011
Julian C. Baker
/s/ PAUL A. BROOKE	Director	June 15, 2011
Paul A. Brooke
/s/ WENDY L. DIXON	Director	June 15, 2011
Wendy L. Dixon
/s/ JOHN F. NIBLACK	Director	June 15, 2011
John F. Niblack
/s/ ROY A. WHITFIELD	Director	June 15, 2011
Roy A. Whitfield

3

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*EXHIBIT INDEX*

Exhibit
Number	Description of Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

4

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