S-8

As filed with the Securities and Exchange Commission on June 6, 2002. 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
(State or Other Jurisdiction of Incorporation or Organization) 33-0361285
(I.R.S. Employer 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
LA JOLLA PHARMACEUTICAL COMPANY 1995 EMPLOYEE STOCK
PURCHASE PLAN
(Full Title of Plan)

Steven B. Engle
La Jolla Pharmaceutical Company
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)

Copy to:
Mark W. Shurtleff, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza, Suite 1700
Irvine, California 92614
(949) 451-3800

CALCULATION OF REGISTRATION FEE

				PROPOSED		PROPOSED
				MAXIMUM		MAXIMUM
TITLE OF SECURITIES	AMOUNT TO BE			OFFERING PRICE		AGGREGATE		AMOUNT OF
TO BE REGISTERED	REGISTERED(1)			PER SHARE(2)		OFFERING PRICE(2)		REGISTRATION FEE
Common Stock, par value $0.01 per share		2,100,000	(3)(4)	$	5.33	$	11,193,000	$	1,030

(1)	Each share of common stock includes a right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock pursuant to the Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, as amended. Pursuant to Rule 416(a), this Registration Statement also covers shares of common stock issued pursuant to antidilution provisions set forth in the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan and the La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) and based on the average of the high and the low price of the common stock of the Registrant as reported on May 30, 2002 on the Nasdaq National Market System.
(3)	Represents a 1,900,000 share increase in the number of shares authorized for issuance under the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan. 7,100,000 shares of our common stock are issuable under the 1994 Stock Incentive Plan. In addition to the shares of common stock registered hereby, 750,000 shares of our common stock issuable under the 1994 Stock Incentive 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 our common stock issuable under the 1994 Stock Incentive 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; 500,000 shares of our common stock issuable under the 1994 Stock Incentive 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; 750,000 shares of our common stock issuable under the 1994 Stock Incentive Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-91593) as filed with the Securities and Exchange Commission on November 24, 1999; 1,000,000 shares of our common stock issuable under the 1994 Stock Incentive Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-45080) as filed with the Securities and Exchange Commission on September 1, 2000; and 1,700,000 shares of our common stock issuable under the 1994 Stock Incentive Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-69104) as filed with the Securities and Exchange Commission on September 7, 2001.
(4)	Represents a 200,000 share increase in the number of shares authorized for issuance under the La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan. 1,000,000 shares of our common stock are issuable under the 1995 Employee Stock Purchase Plan. In addition to the shares of common stock registered hereby, 300,000 shares of our common stock issuable under the 1995 Employee Stock Purchase Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 33-94830) as filed with the Securities and Exchange Commission on July 21, 1995; 200,000 shares of our common stock issuable under the 1995 Employee Stock Purchase Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-45080) as filed with the Securities and Exchange Commission on September 1, 2000; and 300,000 shares of our common stock issuable under the 1995 Employee Stock Purchase Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-69104) as filed with the Securities and Exchange Commission on September 7, 2001.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

INTRODUCTION

     We are filing this Registration Statement on Form S-8 to register an additional 1,900,000 shares of our common stock that we may issue under our 1994 Stock Incentive Plan and an additional 200,000 shares of our common stock that we may issue under our 1995 Employee Stock Purchase Plan. We have included in this Registration Statement only those items required by General Instruction E to Form S-8.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     In accordance with General Instruction E to Form S-8, the contents of our Registration Statement on Form S-8 (Registration No. 33-82664) previously filed by us with the Securities and Exchange Commission on August 11, 1994 relating to the 1994 Stock Incentive Plan, and the contents of our Registration Statement on Form S-8 (Registration No. 33-94830) previously filed by us with the Securities and Exchange Commission on July 21, 1995 relating to the 1995 Employee Stock Purchase Plan, are incorporated herein by reference and made a part hereof. In addition, the contents of our Registration Statement on Form S-8 (Registration No. 333-69104) previously filed by us with the Securities and Exchange Commission on September 7, 2001, which Registration Statement contains updated information under the heading “Indemnification of Officers and Directors” and “Undertakings,” 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. They are as follows:

Exhibit
Number	Description
5.1	Opinion of Gibson, Dunn & Crutcher LLP
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)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, State of California, on June 6, 2002.

LA JOLLA PHARMACEUTICAL COMPANY
By:	/s/ Steven B. Engle
	Steven B. Engle Chairman and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Steven B. Engle and Gail A. Sloan his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers 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 Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power 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 or she might or could do in person, hereby ratifying and confirming all that 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 below by the following persons in the capacities indicated below and on the date indicated.

Signature	Title	Date
/s/  Steven B. Engle Steven B. Engle	Chairman and Chief Executive Officer (Principal Executive Officer)	June 6, 2002
/s/  Gail A. Sloan Gail A. Sloan	Secretary and Controller (Principal Financial and Accounting Officer)	June 6, 2002
/s/  Thomas H. Adams, Ph.D. Thomas H. Adams, Ph.D.	Director	June 6, 2002
/s/  William E. Engbers William E. Engbers	Director	June 6, 2002
/s/  Robert A. Fildes, Ph.D. Robert A. Fildes, Ph.D.	Director	June 6, 2002
/s/  Stephen M. Martin Stephen M. Martin	Director	June 6, 2002
William R. Ringo	Director	June 6, 2002
/s/  W. Leigh Thompson, M.D., Ph.D. W. Leigh Thompson, M.D., Ph.D.	Director	June 6, 2002

EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Gibson, Dunn & Crutcher LLP
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 3 a82196orexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 GIBSON, DUNN & CRUTCHER LLP JAMBOREE CENTER 4 PARK PLAZA IRVINE, CALIFORNIA 92614 June 6, 2002 Direct Dial Client No. (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 for an Aggregate 2,100,000 Shares of Common Stock under the 1994 La Jolla Pharmaceutical Company Stock Incentive Plan and the 1995 La Jolla Pharmaceutical Company Employee Stock Purchase Plan Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an additional 2,100,000 shares (the "Shares") of common stock of the Company, par value $0.01 per share, of which 1,900,000 Shares may be issued under the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan and 200,000 Shares may be issued under the La Jolla Pharmaceutical 1995 Employee Stock Purchase Plan (collectively, the "Plans"). For purposes of rendering this opinion, we have examined the originals or copies identified to our satisfaction as being true and complete copies of such corporate records, certificates of officers of the Company and public officials and such other documents, and have made such other factual and legal investigations, as we have deemed relevant, necessary or appropriate. In such examination, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. With respect to agreements and instruments executed by natural persons, we have assumed the legal competency and authority of such persons. As to facts material to the opinion expressed herein which were not independently established or verified by us, we have relied upon oral or written statements and representations of the Company and others. Based on our examination described above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued, delivered and paid for pursuant to and in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. We render no opinion herein as to matters involving the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of Delaware. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the foregoing opinions. This opinion is limited to the effect of the current state of the laws of the United States of America and, to the limited extent set forth above, the State of Delaware and to the current judicial interpretations thereof and to the facts bearing upon this opinion as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or interpretations thereof or such facts. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption, "Legal Matters" in the Prospectus forming a part of said Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP GIBSON, DUNN & CRUTCHER LLP EX-23.1 4 a82196orexv23w1.txt EXHIBIT 23.1 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 the related prospectuses pertaining to the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan and the La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan of our report dated February 8, 2002, 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, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Diego, California June 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     EXHIBIT 5.1

                          GIBSON, DUNN & CRUTCHER LLP
                                JAMBOREE CENTER
                                  4 PARK PLAZA
                            IRVINE, CALIFORNIA 92614

                                  June 6, 2002



Direct Dial                                                           Client No.
(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 for an Aggregate 2,100,000 Shares of Common Stock
               under the 1994 La Jolla Pharmaceutical Company Stock Incentive
               Plan and the 1995 La Jolla Pharmaceutical Company Employee Stock
               Purchase Plan


Ladies and Gentlemen:

        We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by La Jolla Pharmaceutical Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of an additional 2,100,000 shares (the
"Shares") of common stock of the Company, par value $0.01 per share, of which
1,900,000 Shares may be issued under the La Jolla Pharmaceutical Company 1994
Stock Incentive Plan and 200,000 Shares may be issued under the La Jolla
Pharmaceutical 1995 Employee Stock Purchase Plan (collectively, the "Plans").

        For purposes of rendering this opinion, we have examined the originals
or copies identified to our satisfaction as being true and complete copies of
such corporate records, certificates of officers of the Company and public
officials and such other documents, and have made such other factual and legal
investigations, as we have deemed relevant, necessary or appropriate. In such
examination, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies. With
respect to agreements and instruments executed by natural persons, we have
assumed the legal competency and authority of such persons. As to facts material
to the opinion expressed herein which were not independently established or
verified by us, we have relied upon oral or written statements and
representations of the Company and others.

        Based on our examination described above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares, when issued,
delivered and paid for pursuant to and in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.

        We render no opinion herein as to matters involving the laws of any
jurisdiction other than the federal laws of the United States of America and the
laws of the State of Delaware. We are not admitted to practice in the State of
Delaware; however, we are generally familiar with the Delaware General
Corporation Law as currently in effect and have made such inquiries as we
consider necessary to render the foregoing opinions. This opinion is limited to
the effect of the current state of the laws of the United States of America and,
to the limited extent set forth above, the State of Delaware and to the current
judicial interpretations thereof and to the facts bearing upon this opinion as





they currently exist. We assume no obligation to revise or supplement this
opinion in the event of future changes in such laws or interpretations thereof
or such facts.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption, "Legal Matters" in the Prospectus forming a part of said Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission.




                                            Very truly yours,


                                            /s/ Gibson, Dunn & Crutcher LLP
                                            GIBSON, DUNN & CRUTCHER LLP

EX-23.1

                                                                    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 the related prospectuses pertaining to the La Jolla
Pharmaceutical Company 1994 Stock Incentive Plan and the La Jolla Pharmaceutical
Company 1995 Employee Stock Purchase Plan of our report dated February 8, 2002,
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, 2001,
filed with the Securities and Exchange Commission.




                                           /s/ ERNST & YOUNG LLP


San Diego, California
June 6, 2002