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Registration No. 333-_____
As filed with the Securities and Exchange Commission on July 13, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
____________________
PathoGenesis Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 91-1542150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 Elliott Avenue West
Seattle, Washington 98119
(Address of Principal Executive Offices)
PathoGenesis Corporation
1999 Employee Stock Option Plan
PathoGenesis Corporation
Employee Stock Purchase Plan
(Full Title of the Plan)
Cameron S. Avery Copies to:
General Counsel Woon-Wah Siu
PathoGenesis Corporation Bell, Boyd & Lloyd LLC
5215 Old Orchard Road, Suite 900 Three First National Plaza
Skokie, Illinois 60077 Chicago, Illinois 60602
(847) 583-8050 (312) 372-1121
(Name, Address and Telephone Number of Agents for Service)
____________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 117,000 Shares $ 16.22 (2) $ 1,898,231 $ 501
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Common Stock, par value $.001 per share 933,000 Shares $ 26.19 (3) $24,432,938 $6,450
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(1) The aggregate number of shares to be issued pursuant to all of the plans
pursuant to this registration statement. Includes 1,050,000 Preferred Stock
Purchase Rights evidenced by certificates of shares of common stock that
automatically trade with such common stock. Also includes an indeterminate
number of additional shares, and the associated Preferred Stock Purchase
Rights, that may become issuable under the antidilution and other
adjustment provisions of the PathoGenesis Corporation 1999 Employee Stock
Option Plan and the PathoGenesis Corporation Employee Stock Purchase Plan
pursuant to Rule 416(a) of the Securities Act of 1933, as amended.
(2) Based upon the exercise price of the shares subject to options currently
outstanding under the PathoGenesis Corporation 1999 Employee Stock Option
Plan.
(3) In accordance with Rule 457(h), calculated on the basis of the average of
the high and low sale prices of the Registrant's common stock as quoted in
the consolidated reporting system of the Nasdaq National Market on July
6, 2000, as reported by The Wall Street Journal (Midwest Edition).
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INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON FORM S-8
NOS. 333-87613 AND 333-61183
The contents of Registration Statements on Form S-8 Nos. 333-87613 and 333-
61183, as filed with the Securities and Exchange Commission on September 23,
1999 and August 11, 1998, respectively, are incorporated by reference herein.
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EXHIBITS
Exhibit Number Description of Document
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5 Opinion of Bell, Boyd & Lloyd LLC
23.1 Consent of KPMG LLP
23.2 Consent of Bell, Boyd & Lloyd LLC
(included in Exhibit 5)
24 Power of Attorney
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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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois, on
July 13, 2000.
PathoGenesis Corporation
By /s/ Alan R. Meyer
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Alan R. Meyer
Executive Vice President
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 date indicated.
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<S> <C> <C>
/s/ Alan R. Meyer Executive Vice President, Chief July 13, 2000
-----------------------
Alan R. Meyer Financial Officer and Director
(Principal Financial and
Accounting Officer)
Wilbur H. Gantz Chairman, Chief Executive )
Officer, President and )
Director (Principal Executive )
Officer) )
)
John Gordon Director )
)
Elizabeth M. Greetham Director ) By: /s/ Alan R. Meyer
) -----------------------
) Alan R. Meyer
Michael J. Montgomery Director ) Attorney-in-Fact
) July 13, 2000
Arthur W. Nienhuis Director )
)
Talat M. Othman Director )
)
Eugene L. Step Director )
)
James R. Tobin Director )
)
Fred Wilpon Director )
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(Being the principal executive officer, the principal financial and accounting
officer and all of the directors of PathoGenesis Corporation.)
ORIGINAL POWERS OF ATTORNEY AUTHORIZING WILBUR H. GANTZ AND ALAN R. MEYER TO
EXECUTE THIS REGISTRATION STATEMENT, AND AMENDMENT THERETO, FOR EACH OF MS.
GREETHAM AND MESSRS. GANTZ, GORDON, MEYER, MONTGOMERY, NIENHUIS, OTHMAN, STEP,
TOBIN AND WILPON HAVE BEEN EXECUTED AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
2
