S-8 1 a2041458zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 7, 2001. Registration No. 333-_____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CV THERAPEUTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 45-1570294 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) --------------------------- 3172 PORTER DRIVE PALO ALTO, CALIFORNIA 94304 (650) 812-0585 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) CV THERAPEUTICS, INC. 2000 NONSTATUTORY INCENTIVE PLAN (FULL TITLE OF THE PLAN) --------------------------- LOUIS G. LANGE, M.D., PH.D. COPY TO: CHIEF EXECUTIVE OFFICER ALAN C. MENDELSON, ESQ. CV THERAPEUTICS, INC. LATHAM & WATKINS 3172 PORTER DRIVE 135 COMMONWEALTH DRIVE PALO ALTO, CALIFORNIA 94304 MENLO PARK, CALIFORNIA 94025 (650) 812-0585 (650) 463-4693 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE CHART ----------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION REGISTERED(1) SHARE (2) PRICE(2) FEE ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 350,000 $44.10 $15,435,000 $3,859 -----------------------------------------------------------------------------------------------------------------------------
(1) 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 and sold pursuant to the employee benefit plan described herein. (2) Estimated for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based on the average high and low prices for the Registrant's Common Stock as reported on the Nasdaq National Market on May 4, 2001. APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. PART I The information called for in Part I of the Form S-8 is not being filed with or included in this Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission. PART II By a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 31, 2000, Registration No. 333-49026 (the "First Registration Statement"), the Registrant previously registered 250,000 shares of its Common Stock reserved for issuance from time to time in connection with the 2000 Nonstatutory Incentive Plan (the "Plan"). On February 9, 2001, the Registrant's Board of Directors authorized the amendment of the Plan to increase the number of shares of Common Stock issuable thereunder by 350,000 shares to a total of 600,000 shares. The Registrant is hereby registering an additional 350,000 shares of Common Stock issuable under the Plan. Pursuant to General Instruction E of Form S-8, the contents of the First Registration Statement are incorporated by reference herein with such modifications as are set forth below. ITEM 8. EXHIBITS See the Exhibit Index on Page 5. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1993, as amended (the "Securities Act"), we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-8 and have duly caused this Registration Statement to be signed on our behalf by the undersigned thereunto duly authorized, in the city of Palo Alto, County of Santa Clara, State of California, on the 7th day of May, 2001. CV THERAPEUTICS, INC. By: /s/ DANIEL K. SPIEGELMAN --------------------------------------------- Daniel K. Spiegelman SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (Principal financial and accounting officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints LOUIS G. LANGE and DANIEL K. SPIEGELMAN, jointly and severally, his or her attorneys-in-fact and agents, each with power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, 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 fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agents, or his or her substitute or substitutes, may 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/ LOUIS G. LANGE Chairman of the Board and Chief May 7, 2001 --------------------------------------------- Executive Officer Louis G. Lange, M.D., Ph.D. (Principal executive officer) /s/ DANIEL K. SPIEGELMAN Senior Vice President and Chief May 7, 2001 --------------------------------------------- Financial Officer (Principal financial Daniel K. Spiegelman and accounting officer) /s/ R. SCOTT GREER Director May 7, 2001 --------------------------------------------- R. Scott Greer /s/ THOMAS L. GUTSHALL Director May 7, 2001 --------------------------------------------- Thomas L. Gutshall /s/ PETER BARTON HUTT Director May 7, 2001 --------------------------------------------- Peter Barton Hutt
3 /s/ BARBARA J. MCNEIL Director May 7, 2001 --------------------------------------------- Barbara J. McNeil, M.D., Ph.D. Director May , 2001 --------------------------------------------- Costa G. Sevastopoulos, Ph.D.
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INDEX TO EXHIBITS EXHIBIT DESCRIPTION ------- ----------- 4.1 CV Therapeutics, Inc. 2000 Nonstatutory Incentive Plan, as amended. 5.1 Opinion of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). 23.2 Consent of Ernst & Young LLP, Independent Auditors. 24.1 Power of Attorney (included on the signature page to this Registration Statement).
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