0000884939-01-500020.txt : 20011010 0000884939-01-500020.hdr.sgml : 20011010 ACCESSION NUMBER: 0000884939-01-500020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011009 EFFECTIVENESS DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNAPTIC PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000884939 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222859704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71214 FILM NUMBER: 1754573 BUSINESS ADDRESS: STREET 1: 215 COLLEGE RD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2012611331 S-8 1 s8oct2001.txt BODY OF S-8 As filed with the Securities and Exchange Commission on October 9, 2001 Registration No. 333-05793 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- SYNAPTIC PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 22-2859704 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 215 College Road Paramus, New Jersey 07652-1431 (Address of Principal Executive Offices) (Zip Code) 1988 AMENDED AND RESTATED INCENTIVE PLAN 1996 INCENTIVE PLAN 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full Title of the plans) Kathleen P. Mullinix Chairman of the Board, President and Chief Executive Officer Synaptic Pharmaceutical Corporation 215 College Road Paramus, New Jersey 07652-1431 (Name and address of agent for service) (201) 261-1331 (Telephone number, including area code, of agent for service) With copies to: Robert W. Murray Jr. Baker Botts L.L.P. 599 Lexington Avenue New York, New York 10022-6030 (212) 705-5000 CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Aggregate Maximum Amount Maximum Offering to Amount to be of Price Securities Registration be Registered registered(1)(2) Per Share(3) Offering Price(3) Fee -------------------------------------------------------------------------------- Common Stock, $0.01 par value 1,500,000 shares $4.65 $6,975,000 $1,743.75 ================================================================================ (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act"), this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) 1,500,000 additional shares of Common Stock are being registered hereby which may be issued as awards or in respect of awards granted pursuant to the 1996 Incentive Plan, as amended. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of the average of the high and low sales prices reported on the Nasdaq National Market on October 5, 2001. EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this Post-effective Amendment No. 2 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-05793) incorporates by reference the contents of the earlier registration statement on Form S-8 which was filed with the Securities and Exchange Commission on June 12, 1996, as amended by the Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form S-8 which was filed with the Securities and Exchange Commission on August 10, 1998. Item 8. Exhibits. 4.11 1996 Incentive Plan, as amended and restated (incorporated by reference to Annex C of the Registrant's Proxy Statement, dated September 11, 2001, with respect to the Special Meeting of Stockholders held on September 26, 2001 (Commission File No. 000-27324)). 5 Opinion of Baker Botts L.L.P. as to the validity of the issuance of the shares of Common Stock registered hereby. 23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Power of Attorney (included on the signature pages of the Post-effective Amendment to the Registration Statement). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Paramus, State of New Jersey, on October 9, 2001. SYNAPTIC PHARMACEUTICAL CORPORATION By: /s/ Kathleen P. Mullinix ---------------------------------- Name: Kathleen P. Mullinix, Ph.D. Title: Chairman of the Board, President and Chief Executive Officer II-2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Kathleen P. Mullinix, Robert L. Spence and Robert W. Murray, and each of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution, for him or her and in his or her 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 sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. 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. Signatures Title Date ---------- ----- ---- /s/ Kathleen P. Mullinix Chairman of the Board, October 9, 2001 -------------------------- President, and Chief Executive Kathleen P. Mullinix Officer (Principal Executive Officer) /s/ Stewart J. Hen Director October 9, 2001 -------------------------- Stewart J. Hen /s/ Zola P. Horovitz Director October 9, 2001 -------------------------- Zola P. Horovitz /s/ Jonathan S. Leff Director October 9, 2001 -------------------------- Jonathan S. Leff /s/ John E. Lyons Director October 9, 2001 -------------------------- John E. Lyons /s/ Patrick J. McDonald Director October 9, 2001 -------------------------- Patrick J. McDonald /s/ Sandra Panem Director October 9, 2001 -------------------------- Sandra Panem /s/ Alison Tamton-Rigby Director October 9, 2001 -------------------------- Alison Tamton-Rigby /s/ Robert Spence (Principal Accounting Officer, October 9, 2001 -------------------------- Principal Financial Officer) Robert Spence II-3 INDEX TO EXHIBITS Exhibit Number 4.11 1996 Incentive Plan, as amended and restated (incorporated by reference to Annex C of the Registrant's Proxy Statement, dated September 11, 2001, with respect to the Special Meeting of Stockholders held on September 26, 2001 (Commission File No. 000-27324)). 5 Opinion of Baker Botts L.L.P. as to the validity of the issuance of the shares of Common Stock registered hereby. 23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Power of Attorney (included on the signature pages). EX-5 3 s8exh5.txt LEGAL OPINION Exhibit 5 --------- October 9, 2001 Synaptic Pharmaceutical Corporation Board of Directors 215 College Road Paramus, New Jersey 07652 Gentlemen: We have acted as special counsel for Synaptic Pharmaceutical Corporation. (the "Company") in connection with the preparation, execution and filing of Post-effective Amendment No. 2 to Form S-8 Registration Statement under the Securities Act of 1933 relating to the registration of an additional 1,500,000 shares of the Company's common stock, $.01 par value ("Common Stock"), which may be issued pursuant to the Company's 1996 Incentive Plan, as amended and restated (the "Plan"). In connection with the opinion expressed below, we have made such factual inquiries and have examined or caused to be examined such documents, records and instruments and such questions of law as we have considered necessary or appropriate for the purpose of such opinion. On the basis of such inquiries and examinations, it is our opinion that any newly issued shares of Common Stock issued by the Company in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement referred to above. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, Baker Botts L.L.P. EX-23.2 4 s8exh23p2.txt CONSENT Exhibit 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-05793) pertaining to the 1988 Amended and Restated Incentive Plan, the 1996 Incentive Plan and the 1996 Nonemployee Director Stock Option Plan of Synaptic Pharmaceutical Corporation of our report dated February 2, 2001, with respect to the financial statements of Synaptic Pharmaceutical Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP MetroPark, New Jersey October 8, 2001