-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnjgtYezV4yXHjXFKpvMKhujjMA1+ZvM7P4vsDzt454xUMpC7ZGLeBmHc/usHAJL xuLGWKvU9tUow5XZYsqerw== 0001125282-05-004020.txt : 20050801 0001125282-05-004020.hdr.sgml : 20050801 20050801121514 ACCESSION NUMBER: 0001125282-05-004020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 EFFECTIVENESS DATE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVIENT PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127068 FILM NUMBER: 05987194 BUSINESS ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 BUSINESS PHONE: 7324189300 MAIL ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 FORMER COMPANY: FORMER CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP DATE OF NAME CHANGE: 19920703 S-8 1 b407939_s8.htm S8 Prepared and filed by St Ives Burrups

As filed with the Securities and Exchange Commission on August 1, 2005

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Savient Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 
  
Delaware
 13-3033811
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)
   
One Tower Center, 14th Floor,
East Brunswick, New Jersey
01930
(Address of Principal Executive Offices)
 (Zip Code)

Savient Pharmaceuticals, Inc.
1998 Employee Stock Purchase Plan
(Full Title of the Plan)

Philip K. Yachmetz
Senior Vice President – Corporate Strategy, General Counsel & Secretary
One Tower Center, 14th Floor
East Brunswick, New Jersey

(Name and Address of Agent For Service)

(732) 418-9300

(Telephone Number, Including Area Code, of Agent For Service)

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, $0.01 par value per share (including the associated Preferred Stock Purchase Rights)
     1,000,000 shares    
$4.40
 (2)   $4,440,000.00 (2)  
$517.88
  
   
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, 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)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq National Market on July 25, 2005.
   

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-64541, filed by the Registrant on September 29, 1998 relating to the Registrant’s 1998 Employee Stock Purchase Plan, except for Item 8, Exhibits, which is incorporated herein by reference to the Exhibit List immediately preceding the exhibits attached hereto.

 

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 East Brunswick, State of New Jersey, on this 29th day of July 2005.

SAVIENT PHARMACEUTICALS, INC.

By: /s/ CHRISTOPHER CLEMENT
          Christopher Clement
          President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Savient Pharmaceuticals, Inc., hereby severally constitute and appoint Christopher Clement, Lawrence A. Gyenes and Philip K. Yachmetz, 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 Savient Pharmaceuticals, Inc. 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

             
Signature
     Title     Date
   
   
             
/s/ CHRISTOPHER CLEMENT
Christopher Clement		     President, Chief Executive Officer
and Director (Principal Executive Officer)		     July 29, 2005
             
             
/s/ LAWRENCE A. GYENES
Lawrence A. Gyenes		     Senior Vice President — Chief
Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)		     July 29, 2005
             
             
/s/ CLIFF BACSIK
Cliff Bacsik		     Vice President and Chief Accounting Officer     July 29, 2005
             
             
/s/ JEREMY HAYWARD-SURRY
Jeremy Hayward-Surry		     Chairman     July 29, 2005
             
             
/s/ HERBERT CONRAD
Herbert Conrad		     Director     July 29, 2005

 

2

 

         
Signature
   Title   Date
 
 
         
/s/ STEPHEN O. JAEGER
Stephen O. Jaeger		   Director   July 29, 2005
         
         
/s/ CARL E. KAPLAN
Carl E. Kaplan		   Director   July 29, 2005
         
         
/s/ DAVID TENDLER
David Tendler		   Director   July 29, 2005
         
         
/s/ VIRGIL THOMPSON
Virgil Thompson		   Director   July 29, 2005
         
         
         
Faye Wattleton
   Director    
         
         
/s/ HERBERT WEISSBACH
Herbert Weissbach		   Director   July 29, 2005

3

EXHIBIT LIST

Exhibit
Number
   Description  
 
 
       
  3.1(1)
   Certificate of Incorporation of the Registrant, as amended  
       
  3.2(1)
   By-Laws of the Registrant, as amended  
       
  4.1(2)
   Rights Agreement, dated as of October 7, 1998, by and between American Stock Transfer & Trust Company and the Registrant, which includes the form of Certificate of Designations setting forth the terms of the Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.  
       
  4.2(2)
   Certificate of Designations of the Series A Junior Participating Cumulative Preferred Stock.  
       
  5.1
   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant  
       
23.1
   Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)  
       
23.2
   Consent of Grant Thornton LLP  
       
24.1
   Power of attorney (included on the signature pages of this registration statement)  
       
 
(1)
Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 000-15313), and incorporated herein by reference.
(2)
Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K, dated October 9, 1998 (File No. 000-15313), and incorporated herein by reference.
   
EX-23.1 2 b407939_ex23-1.htm EXHIBIT 23.1 Prepared and filed by St Ives Burrups

Exhibit 23.1

[LETTERHEAD OF WILMER CUTLER PICKERING HALE AND DORR LLP]

July 29, 2005

Savient Pharmaceuticals, Inc.
One Tower Center
Fourteenth Floor
East Brunswick, New Jersey 08816

Re: Savient Pharmaceuticals, Inc. 1998 Employee Stock Purchase Plan

Ladies and Gentlemen:

We 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 1,000,000 shares of common stock, par value $0.01 per share (the “Shares”), of Savient Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 1998 Employee Stock Purchase Plan (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated 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 our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us 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.

We 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.

We 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 we are 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, we are 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 Plan, the Shares will be validly issued, fully paid and nonassessable.

Savient Pharmaceuticals, Inc.
July 29, 2005
Page 2

We 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, we do not hereby admit that we are 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,

WILMER CUTLER PICKERING
HALE AND DORR LLP

By: /s/ STUART R. NAYMAN
       Stuart R. Nayman, a Partner

 EX-23.2 3 b407939_ex23-2.htm EXHIBIT 23.2 Prepared and filed by St Ives Burrups

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 28, 2005 accompanying the consolidated financial statements and Schedule II and management’s assessment of the effectiveness of internal control over financial reporting of Savient Pharmaceuticals, Inc. and subsidiaries appearing in the 2004 Annual Report of the Company to its shareholders and accompanying the schedule included in the Annual Report on Form 10-K/A for the year ended December 31, 2004 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

New York, New York

July 29, 2005

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