-----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, HwGqgV1vXycWPbj1HzAa4AdYXJiyVWfPcSx3byiNbyHftGnpXXoTfSVkN2Xgo5mw uI4q+pHkjhbbq96i5oI3dQ== 0000950149-99-001361.txt : 19990809 0000950149-99-001361.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950149-99-001361 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990730 EFFECTIVENESS DATE: 19990730 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: 333-84199 FILM NUMBER: 99675389 BUSINESS ADDRESS: STREET 1: 180 KIMBALL WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508291000 MAIL ADDRESS: STREET 1: 180 KIMBALL WAY 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 REGISTRATION STATEMENT FOR FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999 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 Number) --------------- 180 KIMBALL WAY SOUTH SAN FRANCISCO, CA 94080 (650) 829-1000 --------------- EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) William J. Newell, Esq. Senior Vice President, General Counsel and Secretary Axys Pharmaceuticals, Inc. 180 Kimball Way South San Francisco, CA 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 --------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE =============================================================================================================== Stock Options and Common Stock (par value $.001) 500,000 $4.1875 $2,093,750.00 $582.06 ===============================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price for the unissued stock options Common Stock are based upon the average of the high and low prices of Registrant's Common Stock as reported on the Nasdaq National Market System on July 26, 1999. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 500,000 shares of the Registrant's Common Stock to be issued pursuant to the Registrant's Employee Stock Purchase Plan, as amended (the "Plan"). INCORPORATION BY REFERENCE OF REGISTRATION STATEMENTS ON FORM S-8, NO. 333-44669 AND 333-09095 The contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 22, 1998 and July 29, 1996 relating to the Plan (File Nos. 333-44669 and 333-09095, respectively) are incorporated by reference herein. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock being registered hereby will be passed upon for the Company by Cooley Godward LLP, Palo Alto, California. Cooley Godward LLP and certain attorneys in such firm own an aggregate of approximately 5,000 shares of the Company's Common Stock. Alan C. Mendelson, a partner at Cooley Godward LLP, is a director of the Company and also owns approximately 18,329 shares of the Company's Common Stock. 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 is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages.
2. 3 SIGNATURES Pursuant to the requirements of the Securities Act, 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 July 22, 1999. AXYS PHARMACEUTICALS, INC. By: /s/ John P. Walker _________________________________ John P. Walker Chairman of the Board and Chief Executive Officer 3. 4 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 or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 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 their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, 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 - -------------------------------- Chairman of the Board of Directors July 22, 1999 John P. Walker and Chief Executive Officer (Principal Executive Officer) /s/ Frederick J. Ruegsegger - -------------------------------- Senior Vice President Finance and July 26, 1999 Frederick J. Ruegsegger Corporate Development and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Ann M. Arvin, M.D. - -------------------------------- Director July 26, 1999 Ann M. Arvin, M.D. /s/ Vaughn M. Kailian - -------------------------------- Director July 26, 1999 Vaughn M. Kailian /s/ Donald Kennedy, Ph.D. - -------------------------------- Director July 21, 1999 Donald Kennedy, Ph.D. /s/ Irwin Lerner - -------------------------------- Director July 19, 1999 Irwin Lerner /s/ Alan C. Mendelson - -------------------------------- Director July 21, 1999 Alan C. Mendelson /s/ J. Leighton Read, M.D. - -------------------------------- Director July 21, 1999 J. Leighton Read, M.D.
4. 5 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 is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages.
5. EX-5.1 2 OPINION OF COOLEY GODWARD LLP 1 EXHIBIT 5.1 Julie M. Robinson, Esq. Direct: (650) 843-5092 Internet: robinsonjm@cooley.com July 30, 1999 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 an aggregate of 500,000 shares of the Company's Common Stock, $.001 par value (the "Shares"), pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Amended and Restated Certificate of Incorporation and Bylaws 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 Plan, the Registration Statement and the related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ JULIE M. ROBINSON --------------------------------- Julie M. Robinson 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 the Registration Statement pertaining to the Employee Stock Purchase Plan of Axys Pharmaceuticals, Inc. of our report dated February 5, 1999, with respect to the consolidated financial statements of Axys Pharmaceuticals, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Palo Alto, California July 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----