-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DEVzn8+er73L5jCFvDfecUDWWc/fbs7+EF7EugoAWwlOLdX7yqIVyOpOQiIIrVXi /Cu2UPj3uqFl329rt5mPSA== 0000899681-95-000112.txt : 19950606 0000899681-95-000112.hdr.sgml : 19950606 ACCESSION NUMBER: 0000899681-95-000112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950605 EFFECTIVENESS DATE: 19950624 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: 1933 Act SEC FILE NUMBER: 033-59867 FILM NUMBER: 95544861 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 June 2, 1995 Registration Statement No. 33- 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) 1991 STOCK OPTION PLAN (Full title of the plan) (Formerly known as the 1991 NON-QUALIFIED STOCK OPTION PROGRAM) 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 Seven Hanover Square New York, NY 10004-2696 CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Shares Aggregate Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Unit (1) Price Fee Common Stock, 1,000,000 $6.63 per $.01 par value. shares share $6,630,000 $2,286.21
(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) on the basis of the last reported sale price of the Common Stock on the NASDAQ National Market System on May 31, 1995. This Registration Statement on Form S-8 of Alliance Pharmaceutical Corp., a New York corporation (the "Company"), covers 1,000,000 shares of Common Stock, par value $.01 per share, of the Company reserved for issuance under the Company's 1991 Stock Option Plan. 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 February 13, 1992 (Registration No. 33-45683) filed under the 1933 Act. 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 June 2, 1995. ALLIANCE PHARMACEUTICAL CORP. (Registrant) Date: June 2, 1995 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 June 2, 1995. /s/Duane J. Roth President, Chief Executive Duane J. Roth Officer and a Director June 2, 1995 (Chief Executive Officer) /s/Theodore D. Roth Executive Vice President Theodore D. Roth and Chief Financial Officer June 2, 1995 (Chief Financial Officer) /s/Tim T. Hart Treasurer and Comptroller June 2, 1995 Tim T. Hart (Chief Accounting Officer) Carroll O. Johnson* Director June 2, 1995 Carroll O. Johnson Stephen M. McGrath* Director June 2, 1995 Stephen M. McGrath Donald E. O'Neill* Director June 2, 1995 Donald E. O'Neill Dr. Helen M. Ranney* Director June 2, 1995 Dr. Helen M. Ranney Dr. Jean G. Riess* Director June 2, 1995 Dr. Jean G. Riess Dr. Thomas F. Zuck* Director June 2, 1995 Dr. Thomas F. Zuck *By:/s/ Theodore D. Roth Theodore D. Roth Attorney-in-Fact EXHIBIT INDEX Sequential Exhibit Page Number Description Number 5 Opinion of Stroock & Stroock & Lavan. 24.1 Consent of Stroock & Stroock & Lavan (included in Exhibit 5 hereto). 24.2 Consent of Deloitte & Touche LLP. 24.3 Consent of Ernst & Young LLP. 25 Power of Attorney. EX-99 2 EXHIBIT 5 [LETTERHEAD OF STROOCK & STROOCK & LAVAN] June 2, 1995 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 1,000,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"). The Shares are issuable pursuant to the Company's 1991 Stock Option Plan (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 EXHIBIT 24.2 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Alliance Pharmaceutical Corp. on Form S-8 of our report dated July 27, 1993, appearing in the Annual Report on Form 10-K of Alliance Pharmaceutical Corp. (the "Company") for the year ended June 30, 1994, as amended by the Company's Amended Annual Report on Form 10-K/A filed March 7, 1995. /s/ DELOITTE & TOUCHE LLP New York, New York May __, 1995 EXHIBIT 24.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement (Form S-8) pertaining to the 1991 Stock Option Plan of Alliance Pharmaceutical Corp. of our report dated August 16, 1994, with respect to the consolidated financial statements and schedule of Alliance Pharmaceutical Corp. included in its Annual Report (Form 10-K), as amended by Form 10-K/A, for the year ended June 30, 1994, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG, LLP San Diego, California May __, 1995 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 1,000,000 shares of common stock of the Corporation which may be issued to directors, officers, employees and consultants of the Corporation, pursuant to the 1991 Stock Option Plan of the Corporation as approved at the annual meeting of shareholders held on November 14, 1994, 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, each of the undersigned has caused this power of attorney to be executed as of the date set forth beside their name. /s/ Carroll O. Johnson Director April 1, 1995 Carroll O. Johnson /s/ Stephen M. McGrath Director April 1, 1995 Stephen M. McGrath /s/ Donald E. O'Neill Director April 1, 1995 Donald E. O'Neill /s/ Helen M. Ranney Director March 31, 1995 Helen M. Ranney, M.D. /s/ Jean Riess, Ph.D. Director April 1, 1995 Jean Riess, Ph.D. /s/ Thomas F. Zuck, M.D. Director April 1, 1995 Thomas F. Zuck, M.D. -----END PRIVACY-ENHANCED MESSAGE-----