S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on May 11, 2005

Registration No. 333-                    

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   87-0439579
(State of incorporation)   (I.R.S. Employer Identification No.)

 

383 COLOROW DRIVE

SALT LAKE CITY, UTAH 84108-1256

(801) 583-4939

(Address and telephone number of registrant’s principal executive offices

and principal place of business)

 

 

1998 STOCK OPTION PLAN

(Full Title of the Plans)

 

 

KEVIN ONTIVEROS, ESQ.

ASSISTANT GENERAL COUNSEL

383 COLOROW DRIVE

SALT LAKE CITY, UTAH 84108-1256

(801) 583-4939

(Name, Address and telephone number of agent for service)

 

 

Calculation of Registration Fee

Title of Securities To Be Registered   

Amount

To Be

Registered

   

Proposed Maximum

Offering Price

Per Share

  

Proposed Maximum

Aggregate

Offering Price

  

Amount of

Registration

Fee

Common Stock, Par Value $0.001

    5,500,000    $13.09(1)   $71,995,000(1)   $8,474
(1) The offering price per share was estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of Regulation C. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the $13.09 average of the high and low prices of the Registrant’s common stock on May 10, 2005 as reported on the NASDAQ National Market.

REGISTRATION OF ADDITIONAL SECURITIES

 

In accordance with General Instruction E to Form S-8, the number of shares of common stock to be registered as set forth above represents the aggregate number of additional shares that are issuable pursuant to the Registrant’s 1998 Stock Option Plan, over and above the number of shares previously registered. This Registration Statement shall also cover any additional shares of common stock which become issuable under the Registrant’s 1998 Stock Option Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction which results in an increase in the number of outstanding shares of common stock of the Registrant.

 

Reference is made to the Registrant’s Registration Statement on Form S-8 filed January 7, 2000, SEC File Number 333-94269, with respect to shares of common stock registered under the Registrant’s 1998 Stock Option Plan. The contents of such Registration Statement are hereby incorporated by reference in their entirety.

 

EXHIBITS

 

Exhibit Number
  

Description

5.1   Opinion of Counsel
23.1   Consent of Independent Auditors
23.2   Consent of Counsel (Included in Exhibit 5.1 Opinion of Counsel)
24.1   Power of Attorney (contained on signature page)
99.1   1998 Stock Option Plan

 

2

SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements of filing on Form S-8 and have authorized this registration statement to be signed on our behalf by the undersigned, in the City of Salt Lake City, County of Salt Lake, State of Utah, on May 11, 2005.

 

NPS PHARMACEUTICALS, INC.
A Delaware Corporation

By:

  

/s/ KEVIN J. ONTIVEROS

    Kevin J. Ontiveros

Its:

   Assistant Secretary

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Kevin J. Ontiveros and Hunter Jackson, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, and in any and all capacities to sign any and all amendments (including pre-effective and post-effective 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, and hereby grants to each such 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

 

Name

  

Title

  

Date

/s/ HUNTER JACKSON

   Chief Executive Officer   May 11, 2005

Hunter Jackson

  

& Chairman of the Board

(Principal Executive Officer)

    

/s/ GERARD J. MICHEL

   Vice President Corporate Development   May 11, 2005

Gerard J. Michel

  

& Chief Financial Officer

(Principal Financial & Accounting Officer)

    

/s/ SANTO J. COSTA

   Director   May 11, 2005

Santo J. Costa

        

/s/ JOHN R. EVANS

   Director   May 11, 2005

John R. Evans

        

/s/ JAMES G. GRONINGER

   Director   May 11, 2005

James G. Groninger

        

 

3

/s/ JOSEPH KLEIN, III

    Director   May 11, 2005

Joseph Klein, III

         

/s/ DONALD E. KUHLA

    Director   May 11, 2005

Donald E. Kuhla

         

/s/ THOMAS N. PARKS

    Director   May 11, 2005

Thomas N. Parks

         

/s/ CALVIN STILLER

    Director   May 11, 2005

Calvin Stiller

         

/s/ PETER G. TOMBROS

    Director   May 11, 2005

Peter G. Tombros

         

/s/ MICHAEL BONNEY

    Director   May 11, 2005

Michael Bonney

         

/s/ RACHEL SELISKER

    Director   May 11, 2005

Rachel Selisker