-----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, AU+xQVumqLZXuDVzAFi9YMAmQS1rAW4sxTJuhteH7Q0+y/x0e3C8T9OBT/okE+6D EnubLw5HcXM7RmoVBxJkow== /in/edgar/work/20000901/0001095811-00-003169/0001095811-00-003169.txt : 20000922 0001095811-00-003169.hdr.sgml : 20000922 ACCESSION NUMBER: 0001095811-00-003169 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000901 EFFECTIVENESS DATE: 20000901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45080 FILM NUMBER: 715843 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 a65369s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 1, 2000 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 LA JOLLA PHARMACEUTICAL COMPANY 1995 EMPLOYEE STOCK PURCHASE 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: LEONARD J. MCGILL, ESQ. GIBSON, DUNN & CRUTCHER LLP 4 PARK PLAZA IRVINE, CALIFORNIA 92614 (949) 451-3800 CALCULATION OF REGISTRATION FEE
======================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value 1,200,000 (3)(4) $6.50 $7,800,000 $2,060 $0.01 per share ========================================================================================================================
(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. (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 August 28, 2000 on the Nasdaq National Market System. (3) Represents a 1,000,000 share increase in the number of shares authorized for issuance under the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan (the "Incentive Plan"). 3,500,000 shares of the Company's common stock are issuable under the Incentive Plan. In addition to the shares of common stock registered hereby, 750,000 shares of the Company's common stock issuable under the 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 the Company's common stock issuable under the 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 the Company's common stock issuable under the 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, and 750,000 shares of the Company's common stock issuable under the 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. (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 (the "Stock Purchase Plan"). 500,000 shares of the Company's common stock are issuable under the Stock Purchase Plan. In addition to the shares of common stock registered hereby, 300,000 shares of the Company's common stock issuable under the 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. ================================================================================ 2 INTRODUCTION We are filing this Registration Statement on Form S-8 to register an additional 1,000,000 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 In accordance with the instructions to Form S-8, we are not including Part I (Information Required in the Section 10(a) Prospectus) 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 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 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 Stock Purchase Plan, are 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 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, as amended, I certify that I have reasonable grounds to believe that La Jolla Pharmaceutical Company 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 Irvine, State of California, on August 30, 2000. 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 by the following persons in the capacities and on the dates indicated.
NAME AND SIGNATURE TITLE DATE ------------------ ----- ---- /s/ Steven B. Engle Chairman of the Board, Chief Executive August 30, 2000 - ------------------------------------ Officer, President and Director Steven B. Engle (Principal Executive Officer) /s/ Gail A. Sloan Secretary and Controller (Principal August 30, 2000 - ------------------------------------ Financial and Accounting Officer) Gail A. Sloan /s/ Thomas H. Adams, Ph.D. Director August 30, 2000 - ------------------------------------ Thomas H. Adams, Ph.D. /s/ William E. Engbers Director August 30, 2000 - ------------------------------------ William E. Engbers /s/ Robert A. Fildes, Ph.D. Director August 30, 2000 - ------------------------------------ Robert A. Fildes, Ph.D. /s/ Stephen M. Martin Director August 30, 2000 - ------------------------------------ Stephen M. Martin Director - ------------------------------------ W. Leigh Thompson, M.D., Ph.D.
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 a65369ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 September 1, 2000 (949) 451-3800 C51286-00001 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 1,200,000 Shares of Common Stock under the 1994 La Jolla Pharmaceutical Company Stock Incentive Plan and 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 1,200,000 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), 1,000,000 shares of which may be issued under the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan, and 200,000 of which may be issued under the La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan (together, the "Plans"). 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. We render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the federal laws of the United States of America; and (ii) the Delaware General Corporation Laws (the "DGCL"). We are not admitted to practice in the State of Delaware; however we are generally familiar with the DGCL as presently in effect and have made such inquiries as necessary to render the opinions contained herein. On the basis of and in reliance upon the foregoing, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act, the Common Stock, when issued in accordance with the provisions of the Plans, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit of 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 Securities Act. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER ---------------------------------- Gibson, Dunn & Crutcher LLP EX-23.1 3 a65369ex23-1.txt EXHIBIT 23.1 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 of our report dated February 11, 2000, with respect to the financial statements of La Jolla Pharmaceutical Company included in its Annual Report on Form 10-K/A for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP -------------------------------- ERNST & YOUNG LLP San Diego, California August 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----