-----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, GUHb9c4MKRHmJ4J9KPJ9yNIRHfCziWFKEjjenKmvpJaJMK4ruxo+Vb6l/2gxYbzG +R6hhre1LD6IzymZb0Pqng== 0000892569-96-002073.txt : 19961018 0000892569-96-002073.hdr.sgml : 19961018 ACCESSION NUMBER: 0000892569-96-002073 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961017 EFFECTIVENESS DATE: 19961017 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14285 FILM NUMBER: 96644619 BUSINESS ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194526600 MAIL ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 S-8 1 FORM S-8 AS FILED ON OCTOBER 17, 1996 1 As filed with the Securities and Exchange Commission on October 17, 1996 Registration No. 333-________ ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LA JOLLA PHARMACEUTICAL COMPANY - ------------------------------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 33-0361285 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ---------------------- 6455 NANCY RIDGE DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 452-6600 (Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices) ---------------------- 1994 STOCK INCENTIVE PLAN (Full Title of Plan) ---------------------- STEVEN B. ENGLE CHIEF EXECUTIVE OFFICER LA JOLLA PHARMACEUTICAL COMPANY 6455 NANCY RIDGE DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 452-6600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE - -------------------------------------------------------------------------------------------------------------- COMMON STOCK, $.01 PAR VALUE 500,000 SHARES $4.50 $2,250,000 $681.82 ==============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and 457(c) and based on the high and low prices of the Common Stock of La Jolla Pharmaceutical Company as reported on October 14, 1996 on the NASDAQ National Market System. ============================================================================= 1 2 INTRODUCTION This Registration Statement on Form S-8 is filed by La Jolla Pharmaceutical Company, a Delaware corporation (the "Company") relating to an additional 500,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable under the Company's 1994 Stock Incentive Plan (the "Plan"), and consists of only those items required by General Instruction E to Form S-8. INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8, Registration No. 33-82664, previously filed by the Company with the Securities and Exchange Commission on August 11, 1994, are incorporated herein by reference and made a part hereof. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, and incorporated herein by reference) 4.2 Bylaws for the Regulation of the Company (filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 33-76480), and incorporated herein by reference) 5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto) 24 Power of Attorney (contained on signature page hereto)
2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for a 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 San Diego, State of California, on September 30, 1996. LA JOLLA PHARMACEUTICAL COMPANY By: /s/ STEVEN B. ENGLE -------------------------------- Steven B. Engle President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints STEVEN B. ENGLE and WOOD C. ERWIN his true and lawful attorneys-in-fact and agents, each acting alone, with full powers 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, each acting alone, with full powers and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated.
Signature Title Date --------- ----- ---- /s/ STEVEN B. ENGLE President, Chief Executive Officer September 30, 1996 - --------------------------------- (Principal Executive Officer) Steven B. Engle and Director /s/ WOOD C. ERWIN Vice President-Finance, Secretary and Chief September 30, 1996 - --------------------------------- Financial Officer (Principal Financial Wood C. Erwin and Accounting Officer) /s/ JOSEPH STEMLER Chairman of the Board September 30, 1996 - --------------------------------- Joseph Stemler /s/ THOMAS H. ADAMS Director September 30, 1996 - --------------------------------- Thomas H. Adams, Ph.D. /s/ WILLIAM E. ENGBERS Director September 30, 1996 - --------------------------------- William E. Engbers /s/ ROBERT A. FILDES Director September 30, 1996 - --------------------------------- Robert A. Fildes, Ph.D. /s/ W. LEIGH THOMPSON, M.D. Director September 30, 1996 - --------------------------------- W. Leigh Thompson, M.D., Ph.D.
3 4 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4.1* Restated Certificate of Incorporation of the Company 4.2* Bylaws for the Regulations of the Company 5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto) 24 Power of Attorney (contained on signature page hereof)
- ---------------- * Incorporated herein by reference. See sequentially numbered page 2. 4 EX-5 2 OPINION OF GIBSON, DUNN & CRUTCHER LLP 1 EXHIBIT 5 [Gibson, Dunn & Crutcher LLP Letterhead] October 16, 1996 La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Re: Registration Statement on Form S-8 of 500,000 Shares of Common Stock -------------------------------------------------------------------- Ladies and Gentlemen: We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission to register 500,000 shares of common stock, par value $.01 per share (the "Common Stock") of La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"), to be issued pursuant to the Company's 1994 Stock Incentive Plan (the "Plan"). For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examinations, we have examined, among other things, originals and copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examinations, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. On the basis of and in reliance upon the foregoing examinations and assumptions, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, the shares of Common Stock being offered under the Plan, when issued in accordance with the Registration Statement and the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER LLP ------------------------------- Gibson, Dunn & Crutcher LLP 5 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 and related prospectus pertaining to the 1994 Stock Incentive Plan of La Jolla Pharmaceutical Company of our report dated January 25, 1996, with respect to the financial statements of La Jolla Pharmaceutical Company included in its Annual Report on Form 10-K for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Diego, California October 11, 1996 6 -----END PRIVACY-ENHANCED MESSAGE-----