-----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, InXKIgGDvvnEeMWEVy+Zc0aR0KwIkU2UQjjDSRF1z48974OGbA2SFYiHwQeLy9X3 +fm3C1mCabVXR8+k9bFTug== 0000892569-99-003175.txt : 19991125 0000892569-99-003175.hdr.sgml : 19991125 ACCESSION NUMBER: 0000892569-99-003175 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991124 EFFECTIVENESS DATE: 19991124 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: SEC FILE NUMBER: 333-91593 FILM NUMBER: 99763762 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 1 As filed with the Securities and Exchange Commission on November 24, 1999 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 (858) 452-6600 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) ------------------------- LA JOLLA PHARMACEUTICAL COMPANY 1994 STOCK INCENTIVE PLAN (Full Title of Plan) ------------------------- STEVEN B. ENGLE CHIEF EXECUTIVE OFFICER 6455 NANCY RIDGE DRIVE SAN DIEGO, CALIFORNIA 92121 (858) 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(1) SHARE(2) PRICE(2) FEE - --------------------------------------------------------------------------------------------------------------------- Common Stock, 750,000 shares(4) $0.6094 $457,050 $127.06 $0.01 par value per share(3) =====================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers shares issued pursuant to antidilution provisions set forth in the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Company's Common Stock on the Nasdaq National Market System on November 22, 1999. (3) This Registration Statement includes associated stock purchase rights under the Rights Agreement dated December 3, 1998, between the Company and American Stock Transfer & Trust Company. (4) 2,500,000 shares are issuable under the Plan. In addition to the 750,000 shares registered hereby, 750,000 shares of the Company's Common Stock issuable under the Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 33-82664) as filed with the Securities and Exchange Commission on August 11, 1994, 500,000 shares of the Company's Common Stock issuable under the Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-14285) as filed with the Securities and Exchange Commission on October 17, 1996, and 500,000 shares of the Company's Common Stock issuable under the Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-29575) as filed with the Securities and Exchange Commission on June 19, 1997. =============================================================================== 2 INTRODUCTION This Registration Statement on Form S-8 is filed by La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"), to register an additional 750,000 shares of the Company's common stock, par value $0.01 per share, 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. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to the instructions to Form S-8, Part I (Information Required in the Section 10(a) Prospectus) is not filed as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the Company's 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 is incorporated herein by reference and made a part hereof. ITEM 8. EXHIBITS. Pursuant to General Instruction E, only those opinions and consents required by Item 8 are provided, as follows. Exhibit No. Description - ----------- ----------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the additional securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto). 24.1 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 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 November 23, 1999. LA JOLLA PHARMACEUTICAL COMPANY By: /s/ STEVEN B. ENGLE ------------------------------------- Steven B. Engle Chairman of the Board, 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 Chairman of the Board, President and November 23, 1999 --------------------------------- Chief Executive Officer Steven B. Engle (Principal Executive Officer) /s/ WOOD C. ERWIN Vice President of Finance and November 23, 1999 --------------------------------- Chief Financial Officer Wood C. Erwin (Principal Financial and Accounting Officer) /s/ THOMAS H. ADAMS, Ph.D. Director --------------------------------- Thomas H. Adams, Ph.D. November 23, 1999 /s/ WILLIAM E. ENGBERS Director --------------------------------- William E. Engbers November 23, 1999 /s/ ROBERT A. FILDES, Ph.D. Director --------------------------------- Robert A. Fildes, Ph.D. November 23, 1999 /s/ W.LEIGH THOMPSON, M.D., Ph.D. Director --------------------------------- W. Leigh Thompson, M.D., Ph.D. November 23, 1999
3 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the additional securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (contained on signature page hereto). EX-5.1 2 OPINION OF GIBSON, DUNN & CRUTCHER LLP 1 EXHIBIT 5.1 November 23, 1999 (949) 451-3800 C 51286-00003 La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Re: Registration Statement on Form S-8 Pursuant to General Instruction E Ladies and Gentlemen: We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the "Registration Statement"), which is to be filed with the Securities and Exchange Commission pursuant to General Instruction E of Form S-8, to register an additional 750,000 shares of common stock, par value $0.01 per share, and associated rights (the "Additional Securities"), of La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"), issuable under 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 examination, 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 examination, 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, and assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended (the "Act"), it is our opinion that the Additional Securities will, when issued, delivered and paid for pursuant to and in accordance with the Plan, be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER LLP -------------------------------- GIBSON, DUNN & CRUTCHER LLP RSB/MJB 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 (Form S-8) pertaining to the 1994 Stock Incentive Plan of La Jolla Pharmaceutical Company of our report dated January 28, 1999, with respect to the financial statements of La Jolla Pharmaceutical Company included in the Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ----------------------------- ERNST & YOUNG LLP San Diego, California November 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----