Filed pursuant to Rule No. 424(b)(3)
File Number 333-74464
PROSPECTUS SUPPLEMENT NO. 4
Regeneron Pharmaceuticals, Inc.
$200,000,000
5.50% Convertible Senior Subordinated Notes due 2008
and Shares of Common Stock Issuable upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated January 24,
2002 of Regeneron Pharmaceuticals, Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests) of
up to $200,000,000 principal amount at maturity of notes and the shares of
common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus.
The table of selling securityholders contained in the prospectus is hereby
modified to add as follows:
Name Aggregate Principal Number of Shares Percentage of
---- Amount at Percentage of of Common Stock Shares of
Maturity of the Notes Notes that may Common Stock
that may be Sold Outstanding be sold (1) Outstanding (2)
-------------------- ------------ ---------------- ----------------
Bankgesellschaft Berlin AG 7,500,000 3.75% 247,923 *
Tribeca Investments LLC 2,000,000 1.0% 66,113 *
--------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate of
33.0565 shares of common stock per $1,000 principal amount at maturity of the
notes. This conversion rate is subject to adjustment, however, as described
under "Description of the Notes - Conversion of the Notes." As a result, the
number of shares of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 43,826,969
shares of common stock outstanding as of December 31, 2001. In calculating this
amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all that holder's notes, but we did not assume
conversion of any other holder's notes.
Investing in the notes or shares of common stock involves risks that are
described in the "Risk Factors" section beginning on page 5 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is April 26, 2002.