-----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, RnfTMlRpVpO/LUQI0BAZhzBU6BWhEbBNqQUUikx83fzjPl2OY3mfAuw+4KG6MIgk yXmGITtfA+Mhd4x5t0MIuQ== 0000899681-98-000149.txt : 19980327 0000899681-98-000149.hdr.sgml : 19980327 ACCESSION NUMBER: 0000899681-98-000149 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980326 EFFECTIVENESS DATE: 19980326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000736994 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 141644018 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48687 FILM NUMBER: 98573960 BUSINESS ADDRESS: STREET 1: 3040 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195584300 MAIL ADDRESS: STREET 1: 3040 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: OTISVILLE BIOPHARM INC DATE OF NAME CHANGE: 19890310 FORMER COMPANY: FORMER CONFORMED NAME: OTISVILLE BIOTECH INC DATE OF NAME CHANGE: 19861216 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998 REGISTRATION STATEMENT NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLIANCE PHARMACEUTICAL CORP. (Exact name of registrant as specified in its charter) NEW YORK 14-1644018 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 3040 SCIENCE PARK ROAD SAN DIEGO, CA 92121 (619) 558-4300 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) EMPLOYEES' 401(K) PLAN OF ALLIANCE PHARMACEUTICAL CORP. (Full title of the plan) DUANE J. ROTH President Alliance Pharmaceutical Corp. 3040 Science Park Road San Diego, CA 92121 (619) 558-4300 (Name, address, including zip code, and telephone number, of agent for service of process) COPY TO: Melvin Epstein, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- Title of Proposed Maximum Proposed Amount of Shares to be Amount to be Aggregate Price Maximum Registration Registered Registered Per Unit (1) Aggregate Fee Offering Price ----------------------------------------------------------------------------- Common Stock, 19,461 shares $ 7.25 per share $141,092.25 $41.62 $.01 par value. - ------------------------------------------------------------------------------ (1) As dictated by Rule 457(h)(1), the Proposed Maximum Aggregate Price Per Unit represents the amount per share at which the Company values its matching contribution under the Employees' 401(k) Plan of Alliance Pharmaceutical Corp. This Registration Statement on Form S-8 of Alliance Pharmaceutical Corp., a New York corporation (the "Company"), covers 19,461 shares of Common Stock, par value $.01 per share, of the Company reserved for issuance under the Employees' 401(k) Plan of Alliance Pharmaceutical Corp. As permitted by General Instruction E of Form S- 8, the Company hereby incorporates by reference the contents of the Company's Registration Statement on Form S-8, dated April 25, 1997 (Registration No. 333-25825) filed under the Securities Act of 1933, as amended. In 1997, the Financial Accounting Standards Board issued Statement No. 128, EARNINGS PER SHARE (SFAS 128),which replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. The adoption of SFAS 128 did not change the previously reported loss per share computations, and accordingly, no restatement to documents incorporated by reference is required to conform with SFAS 128. 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 San Diego, State of California, on March 25, 1998. ALLIANCE PHARMACEUTICAL CORP. (Registrant) Date: March 25, 1998 By /S/ DUANE J. ROTH Duane J. Roth President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 25, 1998. /S/DUANE J. ROTH President, Chief Executive March 25, 1998 - ---------------- Officer and a Director Duane J. Roth /S/ THEODORE D. ROTH Executive Vice President March 25, 1998 - --------------------- and Chief Financial Officer Theodore D. Roth /S/ TIM T. HART Controller and Chief March 25, 1998 - --------------------- Accounting Officer Tim T. Hart /S/ PEDRO CUATRECASAS, M.D.* Director March 25, 1998 - ----------------------------- Pedro Cuatrecasas, M.D. /S/ CARROLL O. JOHNSON* Director March 25, 1998 - ----------------------------- Carroll O. Johnson /S/ STEPHEN M. MCGRATH* Director March 25, 1998 - ----------------------------- Stephen M. McGrath - ----------------------------- Director Donald E. O'Neill /S/ HELEN M. RANNEY, M.D.* Director March 25, 1998 - ----------------------------- Helen M. Ranney, M.D. /S/ JEAN G. RIESS, PH.D.* Director March 25, 1998 - ----------------------------- Jean G. Riess, Ph.D. /S/ THOMAS F. ZUCK, M.D.* Director March 25, 1998 - ------------------------------ Thomas F. Zuck, M.D. * By: /S/ THEODORE D. ROTH - ------------------------------- Theodore D. Roth Attorney-in-Fact EXHIBIT INDEX Exhibit NUMBER DESCRIPTION 5 Opinion of Stroock & Stroock & Lavan LLP. 24.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5 hereto). 24.2 Consent of Ernst & Young LLP, Independent Auditors. 25 Power of Attorney. EX-5 2 EXHIBIT 5 [LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP] March 25, 1998 Alliance Pharmaceutical Corp. 3040 Science Park Road San Diego, CA 92121 Re: Alliance Pharmaceutical Corp. REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to you (the "Company") in connection with the preparation and filing of the above-captioned Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), covering 19,461 shares of the Company's Common Stock, par value $.01 per share (the "Shares"). The Shares are issuable pursuant to the Employees' 401(k) Plan of Alliance Pharmaceutical Corp. (the "Plan"). We have examined copies of the Certificate of Incorporation and By-laws of the Company, each as amended to date, the Plan, the minutes of various meetings of the Board of Directors of the Company and the original, photostatic or certified copies of all such records of the Company, and all such agreements, certificates of public officials, certificates of officers and representatives of the Company or others, and such other documents, papers, statutes and authorities as we deemed necessary to form the basis of the opinions hereinafter expressed. In such examination, we have assumed the genuineness of signatures and the conformity to original documents of the documents supplied to us as copies. As to various questions of fact material to such opinions, we have relied upon statements and certificates of officers of the Company and others. Based upon the foregoing, we are of the opinion that all of the Shares covered by the Registration Statement have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to your filing a copy of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/STROOCK & STROOCK & LAVAN LLP EX-24.2 3 EXHIBIT 24.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employees' 401 (k) Plan of Alliance Pharmaceutical Corp. of our report dated July 24, 1997, except for Note 8, as to which the date is September 23, 1997, with respect to the consolidated financial statements of Alliance Pharmaceutical Corp. included in its Annual Report (Form 10-K) for the year ended June 30, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Diego, California March 25, 1998 EX-25 4 EXHIBIT 25 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Duane J. Roth and Theodore D. Roth, or either 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 a registration statement on Form S-8 (or an amendment to a previously filed registration statement on Form S-8) or such other form as counsel to Alliance Pharmaceutical Corp. (the "Corporation") may recommend in connection with the registration of common stock of the Corporation issued to employees of the Corporation as of December 31, 1997, pursuant to the Corporation's 401(k) Plan, and any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, agent, or their substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have each caused this power of attorney to be executed as of the date set forth beside their name. /S/ PEDRO CUATRECASAS, M.D., PH.D. Director March 25, 1998 - --------------------------------- Pedro Cuatrecasas, M.D., Ph.D. /S/ CARROLL O. JOHNSON Director March 25, 1998 - ----------------------- Carroll O. Johnson /S/ STEPHEN M. MCGRATH Director March 25, 1998 - ------------------------ Stephen M. McGrath /S/ HELEN M. RANNEY, M.D. Director March 25, 1998 - -------------------------- Helen M. Ranney, M.D. - --------------------------- Director Donald E. O'Neill /S/ JEAN RIESS, PH.D. Director March 25, 1998 - --------------------------- Jean Riess, Ph.D. /S/ THOMAS F. ZUCK, PH.D. Director March 25, 1998 - --------------------------- Thomas F. Zuck, Ph.D. -----END PRIVACY-ENHANCED MESSAGE-----