-----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, GepB9r1Jh6T+Bh9DGz7wBR/ZrjWecw7Zji3O1VefXhJkDDFSPCsy5nC8MJvxs5jl gOAcVnWrTzRvw7c3UG21Hw== 0000884939-98-000017.txt : 19980812 0000884939-98-000017.hdr.sgml : 19980812 ACCESSION NUMBER: 0000884939-98-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-05793 FILED AS OF DATE: 19980810 EFFECTIVENESS DATE: 19980810 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNAPTIC PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000884939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 222859704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61059 FILM NUMBER: 98680272 BUSINESS ADDRESS: STREET 1: 215 COLLEGE RD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2012611331 S-8 1 As filed with the Securities and Exchange Commission on August 10, 1998 Registration No. 333-05793 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- Snyaptic 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 No.) 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) Lisa L. Reiter, Esq. 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) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered(1)(2) Share(3) Price(3) Fee - -------------- ---------------- ---------- --------- ------------ Common Stock, $.01 par value 1,000,000 shares $12.3125 $12,312,500 $3,632.19 (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) 1,000,000 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 August 5, 1998. EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this Post-effective Amendment No. 1 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. Item 8. Exhibits. 4.11 1996 Incentive Plan, as amended (incorporated by reference to Exhibit A of the Registrant's Proxy Statement, dated April 13, 1998, with respect to the Annual Meeting of Stockholders to be held May 12, 1998 (Commission File No. 0-27324)). 5 Opinion of the General Counsel of the Registrant as to the validity of the issuance of the shares of Common Stock registered hereby. 23.1 Consent of the General Counsel of the Registrant (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Power of Attorney.* - ----------------- *Previously filed. 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 August 10, 1998. 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 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons (which persons constitute a majority of the Board of Directors) in the capacities and on the dates indicated: Signature Title Date - --------------------------- ------------------------ ------------- /s/ Kathleen P. Mullinix - ------------------------ Chairman of the Board, August 10, 1998 Kathleen P. Mullinix, Ph.D. President, Chief Executive Officer and Director (Principal Executive Officer) * - ------------------------ Robert L. Spence Chief Financial Officer August 10, 1998 and Treasurer (Principal Financial and Accounting Officer) * - ------------------------ Jonathan J. Fleming Director August 10, 1998 * - ------------------------ Zola P. Horovitz, Ph.D. Director August 10, 1998 * - ------------------------ Eric R. Kandel, M.D. Director August 10, 1998 * - ------------------------ John E. Lyons Director August 10, 1998 * - ------------------------ Sandra Panem, Ph.D. Director August 10, 1998 * - ------------------------ Alison Taunton-Rigby, Ph.D. Director August 10, 1998 * By:/s/ Kathleen P. Mullinix ------------------------ Kathleen P. Mullinix Title: Attorney-in-Fact II-3 INDEX TO EXHIBITS Exhibit Number ------- 4.11 1996 Incentive Plan, as amended (incorporated by reference to Exhibit A of the Registrant's Proxy Statement, dated April 13, 1998, with respect to the Annual Meeting of Stockholders to be held May 12, 1998 (Commission File No. 0-27324)). 5 Opinion of the General Counsel of the Registrant as to the validity of the issuance of the shares of Common Stock registered hereby. 23.1 Consent of the General Counsel of the Registrant (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Power of Attorney.* - ----------------- *Previously filed. EX-5 2 EXHIBIT 5 --------- August 10, 1998 Synaptic Pharmaceutical Corporation 215 College Road Paramus, New Jersey 07652 Attn: Board of Directors Validity of Additional Share Issuances under Synaptic Pharmaceutical Corporation's 1996 Incentive Plan Ladies and Gentlemen: I am employed as General Counsel by Synaptic Pharmaceutical Corporation, a Delaware corporation (the "Company"), and have counseled the Company in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an additional 1,000,000 shares (the "Shares") of Common Stock, $.01 par value, of the Company for sale to employees (as defined in General Instruction A to Form S-8 under the Act) pursuant to the Company's 1996 Incentive Plan, as amended (the "Plan"). Such registration is being effected pursuant to the filing with the Securities and Exchange Commission (the "Commission") of a Post-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-8 (No. 333-05793) which was filed with the Commission on June 12, 1996 (the "Registration Statement"). In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me by officers of the Company as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. Based upon the foregoing and subject to the limitations set forth below, I am of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the provisions of the Plan (and any applicable agreement pertaining to awards granted or to be granted under the Plan), the Shares will be validly issued, fully paid and nonassessable. This opinion is furnished to you solely for your benefit in connection with the filing of the Amendment with the Commission and is not to be used for any other purpose without my prior written consent. Notwithstanding the foregoing, I hereby consent to the inclusion of this opinion as Exhibit 5 to the Amendment being filed by the Company with the Commission. In giving the foregoing consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/Lisa L. Reiter ------------------ Lisa L. Reiter General Counsel EX-23.2 3 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 January 30, 1998 (except for the second paragraph of Note 11 as to which the date is March 2, 1998), with respect to the financial statements of Synaptic Pharmaceutical Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Hackensack, New Jersey August 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----