-----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, F0FI4nY8pdG1iClj+LH75eJcOf3Zx6SRxe9X+BgkEiBS83Ps9XO/wsgAGeZPII2S zy57CvvJTwrlsUBSYRjdHw== 0000891618-98-000179.txt : 19980123 0000891618-98-000179.hdr.sgml : 19980123 ACCESSION NUMBER: 0000891618-98-000179 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980122 EFFECTIVENESS DATE: 19980122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXYS PHARMECUETICALS INC CENTRAL INDEX KEY: 0000913056 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222969941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44669 FILM NUMBER: 98510630 BUSINESS ADDRESS: STREET 1: 180 KIMBALL WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4157378600 MAIL ADDRESS: STREET 1: 385 OYSTER POINT BLVD STREET 2: SUITE 3 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ARRIS PHARMACEUTICAL CORP/DE/ DATE OF NAME CHANGE: 19931005 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 22, 1998 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________ AXYS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) _____________________________ DELAWARE 22-2969941 (State of Incorporation) (I.R.S. Employer Identification No.) 180 KIMBALL WAY SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 829-1000 (Address and telephone number of principal executive offices) _____________________________ EMPLOYEE STOCK PURCHASE PLAN 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN _____________________________ (FULL TITLE OF THE PLANS) JOHN P. WALKER CHIEF EXECUTIVE OFFICER AXYS PHARMACEUTICALS, INC. 180 KIMBALL WAY SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 829-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: ALAN C. MENDELSON, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306 (650) 843-5000 ____________________________ CALCULATION OF REGISTRATION FEE
====================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE Stock Options and Common Stock (par 750,000 $8.50 - 9.625 $7,117,500 $2,099.67 value $.001) ======================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price is based upon the average of the high and low prices of Registrant's Common Stock on January 20, 1998, as reported on the Nasdaq National Market. 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 400,000 shares of the Company's Common Stock to be issued pursuant to the Company's Employee Stock Purchase Plan, as amended (the "Employee Stock Purchase Plan") and an additional 350,000 shares of the Company's Common Stock to be issued pursuant to the Company's 1994 Non-Employee Directors' Stock Option Plan, as amended (the "Non-Employee Directors' Plan"). The Registration Statements on Form S-8 previously filed with the Commission relating to the Employee Stock Purchase Plan and the Non-Employee Directors' Plan (File Nos. 333-09095 and 33-80852, respectively) are incorporated by reference herein. 2. 3 EXHIBITS
EXHIBIT NUMBER 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24 Power of Attorney is contained on the signature page II-1.
3. 4 SIGNATURES THE REGISTRANT. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on January 20, 1998. AXYS PHARMACEUTICALS, INC. By: /s/ John P. Walker -------------------------------- John P. Walker Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. Walker and Frederick J. Ruegsegger, and each or any one 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 any and all amendments (including 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, 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 connection therewith, 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, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. II-1 5 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.
Signature Title Date /s/ John P. Walker Chief Executive January 20, 1998 - --------------------------------------- Officer and Director John P. Walker (Principal Executive Officer) /s/ Frederick J. Ruegsegger Vice President and Chief January 20, 1998 - --------------------------------------- Financial Officer Frederick J. Ruegsegger (Principal Financial and Accounting Officer) /s/ Ann M. Arvin Director January 20, 1998 - --------------------------------------- Ann M. Arvin /s/ Brook H. Byers Director January 20, 1998 - --------------------------------------- Brook H. Byers /s/ Anthony B. Evnin, Ph.D. Director January 20, 1998 - --------------------------------------- Anthony B. Evnin, Ph.D. /s/ Donald Kennedy, Ph.D. Director January 20, 1998 - --------------------------------------- Donald Kennedy, Ph.D. /s/ Vaughn M. Kailian Director January 20, 1998 - --------------------------------------- Vaughn M. Kailian /s/ Kevin J. Kinsella Director January 20, 1998 - --------------------------------------- Kevin J. Kinsella /s/ Irwin Lerner Director January 20, 1998 - --------------------------------------- Irwin Lerner /s/ J. Leighton Read Director January 20, 1998 - --------------------------------------- J. Leighton Read
II-2 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- --------------------------------------------------------------------- 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to the Signature Page.
EX-5.1 2 OPINION OF COOLEY GOODWARD LLP 1 Exhibit 5.1 ALAN C. MENDELSON Direct: (650) 843-5010 Internet: mendelsonac@cooley.com January 22, 1998 AxyS Pharmaceuticals, Inc. 180 Kimball Way South San Francisco, CA 94080 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by AxyS Pharmaceuticals, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 750,000 shares of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant to its Employee Stock Purchase Plan, as amended and 1994 Non-Employee Directors' Stock Option Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the option agreements and the Registration Statement, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ Alan C. Mendelson ________________________________________ Alan C. Mendelson cc: Frederick J. Ruegsegger EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Employee Stock Purchase Plan and 1994 Non-Employee Directors' Stock Option Plan of AxyS Pharmaceuticals, Inc., formerly known as Arris Pharmaceutical Corporation, of our report dated February 10, 1997 with respect to the consolidated financial statements of Arris Pharmaceutical Corporation included in the Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California January 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----