<PAGE> 1
As filed with the Securities and Exchange Commission on June 1, 2000
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
ILEX ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-2699185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11550 I.H. 10 WEST, SUITE 100 78230
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
GREGORY L. WEAVER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ILEX ONCOLOGY, INC.
11550 I.H. 10 WEST, SUITE 100
SAN ANTONIO, TEXAS 78230
(Name and address of agent for service)
(210) 949-8200
(Telephone number, including area code, of agent for service)
----------------------
With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: PHILLIP M. RENFRO
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= ====================== ====================== ====================== =======================
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
----------------------- ---------------------- ---------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 shares $25.3125 $6,328,125 $1,670.63
======================= ====================== ====================== ====================== =======================
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee on the basis of the high and low
prices of the Common Stock as reported by the NASDAQ National System on
May 30, 2000.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Annual Report on Form 10-K of ILEX Oncology, Inc., a Delaware
corporation (the "Registrant"), for the fiscal year ended December 31, 1999, as
amended on Forms 10-K/A filed on March 24, 2000, and April 7, 2000;
2. The Current Reports on Form 8-K of the Registrant filed February 24,
2000, and March 7, 2000;
3. The Quarterly Report on Form 10-Q of the Registrant for the quarter
ended March 31, 2000 filed May 15, 2000, as amended on Form 10-Q/A filed on May
26, 2000; and
4. The description of the Registrant's Common Stock, $.01 par value,
contained in the Registrant's Form 8-A, filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on February 14, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of the filing hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL empowers the Registrant to, and the Bylaws of
the Registrant provide that it shall, indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was
-2-
<PAGE> 3
unlawful; except that, in the case of an action or suit by or in the right of
the Registrant, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for proper expenses.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
The Registrant maintains directors' and officers' liability insurance
that covers the directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------- -----------------------
<S> <C>
*3.1 Restated Certificate of Incorporation of the Registrant, as
amended.
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement Form S-1 [File
No. 333- 17769] filed December 12, 1996, as amended).
4.1 Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement Form S-1
[File No. 333- 17769] filed December 12, 1996, as amended).
4.2 ILEX Oncology, Inc. 2000 Employee Stock Purchase Plan
(incorporated by reference to Exhibit A to the Registrant's
Proxy Statement relating to its 2000 Annual Meeting of
Stockholders, filed April 28, 2000).
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities being registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney from the members of the Board of Directors of
the Registrant (contained on signature page).
</TABLE>
----------
* filed herewith
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
-4-
<PAGE> 5
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Antonio, State of Texas, on June 1, 2000.
ILEX Oncology, Inc.
By: /s/ Gregory L. Weaver
----------------------
Gregory L. Weaver
Vice President and Chief Financial Officer
-6-
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Gregory L. Weaver and Ronald G.
Tefteller, or either of them, his true and lawful attorney-in-fact and agent,
with full power 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 and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, 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 to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or their 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gary V. Woods Chairman of the Board June 1, 2000
---------------------------- of Directors
Gary V. Woods
/s/ Richard L. Love President, Chief Executive June 1, 2000
---------------------------- Officer, and a Director
Richard L. Love (Principal Executive
Officer)
/s/ Gregory L. Weaver Vice President and Chief June 1, 2000
---------------------------- Financial Officer
Gregory L. Weaver (Principal Financial and
Accounting Officer)
/s/ Daniel D. Von Hoff, M.D. Director June 1, 2000
----------------------------
Daniel D. Von Hoff, M.D.
/s/ John L. Cassis Director June 1, 2000
----------------------------
John L. Cassis
/s/ Ruskin C. Norman, M.D. Director June 1, 2000
----------------------------
Ruskin C. Norman, M.D.
</TABLE>
-7-
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Jason S. Fisherman, M.D. Director June 1, 2000
----------------------------
Jason S. Fisherman, M.D.
/s/ Joseph S. Bailes, M.D. Director June 1, 2000
----------------------------
Joseph S. Bailes, M.D.
/s/ Glenn C. Rice, Ph.D. Director June 1, 2000
----------------------------
Glenn C. Rice, Ph.D.
</TABLE>
-8-
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*3.1 Restated Certificate of Incorporation of the Registrant, as
amended.
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement Form S-1 [File
No. 333- 17769] filed December 12, 1996, as amended).
4.1 Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement Form
S-1 [File No. 333- 17769] filed December 12, 1996, as
amended).
4.2 ILEX Oncology, Inc. 2000 Employee Stock Purchase Plan
(incorporated by reference to Exhibit A to the Registrant's
Proxy Statement relating to its 2000 Annual Meeting of
Stockholders, filed April 28, 2000).
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney from the members of the Board of Directors
of the Registrant (contained on signature page).
</TABLE>
-----------------------
*filed herewith
