<PAGE>
As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
UROGEN CORP.
(Exact name of issuer as specified in its charter)
DELAWARE 33-0687976
-------- ----------
(State of incorporation) (I.R.S. Employer
Identification No.)
3099 Science Park Road, Suite A
San Diego, California 92121
(Address of principal executive offices)
1995 Stock Plan; 1995 Director Option Plan
(Full title of the plans)
Paul D. Quadros
Chairman of the Board
Urogen Corp.
3099 Science Park Road, Suite A
San Diego, California 92121
(619) 450-5949
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
-------
HERBERT P. FOCKLER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.001
- -- issuable under the 1995
Stock Plan................ 1,850,000 shares $0.04(1) $ 74,000
- -- issuable under the 1995
Director Option Plan...... 100,000 shares $0.04(1) $ 4,000
---------------- -------- -------- -------
Totals 1,950,000 shares $0.04(1) $ 78,000 $ 24
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee. Because
the price at which the options to be granted in the future may be
exercised is not currently determinable, the per share computation is
based upon $0.04, the book value per share of the offered securities as of
December 31, 1996.
-ii-
<PAGE>
UROGEN CORP.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Urogen
Corp. (the "Company") with the Securities and Exchange Commission:
(a) The Company's annual report on Form 10-K under the Exchange Act
for the fiscal year ended December 31, 1995;
(b) The Company's quarterly reports on Form 10-Q under the Exchange
Act for the quarterly periods ended March 31, 1996, June 30, 1996 and September
30, 1996;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB (File No. 0-27264) originally
filed November 17, 1995 pursuant to Section 12(g) of the Exchange Act and
declared effective on January 11, 1996.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
on or after the date of this Registration Statement 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 part
hereof from the date of filing of 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.
-----------------------------------------
The Company's Articles of Incorporation limit the liability of
directors for monetary damages for breach of fiduciary duty as directors. Such
limitation of liability has no effect on the availability of equitable remedies
such as injunctive relief or rescission, nor does it eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
II-1
<PAGE>
(iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and agents (other than
officers and directors) against certain liabilities to the fullest extent
permitted by Delaware law. The Company is also empowered under its Bylaws to
purchase insurance on behalf of any director, officer, employee or agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Bylaws would permit indemnification. The Company has entered into
indemnification agreements with its current directors and certain of its
officers which provide for indemnification of, and advancement of expenses to,
such persons to the fullest extent permitted by law, including by reason of
action or inaction occurring in the past and circumstances in which
indemnification and advancement of expenses are permitted under applicable law.
It is the opinion of the staff of the Securities and Exchange Commission that
indemnification provisions such as those contained in these agreements have no
effect on a director's or officer's liability under the federal securities laws.
See also the undertakings set out in response to Item 9 herein.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
------- --------------------------------------------
4.1* 1995 Stock Plan.
4.2* 1995 Director Option Plan.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-5).
- ----------------
* Incorporated by reference to the Company's Registration Statement on
Form 10-SB (File No. 0-27264), which was declared effective by the Securities
Exchange Commission on January 11, 1996.
Item 9. Undertakings.
------------
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
II-2
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(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 therein, 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.
B. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to law, the Company's Articles of Incorporation, the
Company's Bylaws or the Company's indemnification agreements, the Company has
been informed 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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.
II-3
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 23rd day of
January, 1997.
UROGEN CORP.
By: /s/ Paul D. Quadros
--------------------------------
Paul D. Quadros, Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
II-4
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Quadros as his attorney-in-fact,
with full power of substitution in each, for him in any and all capacities to
sign any amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may 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 and on the dates indicated.
Signature Title Date
- --------------------- ---------------------------------- ------------------
/s/ Paul D. Quadros Chairman of the Board January 23, 1997
- -------------------- Chief Financial Officer and
Paul D. Quadros Director (Principal Financial
and Accounting Officer)
/s/ Ivor Royston President, Chief Executive Officer January 23, 1997
- -------------------- and Director (Principal Executive
Ivor Royston Officer)
/s/ Peter Bernardoni Director January 23, 1997
- --------------------
Peter Bernardoni
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
- --------------------------------------------------------------------------------
Registration Statement on Form S-8
Urogen Corp.
January 23, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- -----------------------------------------------------
4.1* 1995 Stock Plan.
4.2* 1995 Director Option Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-5).
- -------------
* Incorporated by reference to the Company's Registration Statement on
Form 10-SB (File No. 0-27264), which was declared effective by the Securities
Exchange Commission on January 11, 1996.
<PAGE>
EXHIBIT 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811
January 23, 1997
Urogen Corp.
3099 Science Park Road, Suite A
San Diego, California 92121
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Urogen Corp. (the "Registrant" or
"you") with the Securities and Exchange Commission on or about January 23,
1997, in connection with the registration under the Securities Act of 1933, as
amended, of 1,950,000 shares of your Common Stock (the "Shares") reserved for
issuance under both the 1995 Stock Plan and the 1995 Director Option Plan
(hereinafter collectively referred to as the "Plans"). As your legal counsel,
we have examined the actions taken and proposed to be taken by you in
connection with the proposed issuance, sale and payment of consideration for
the Shares to be issued under the Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plans, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Urogen Corp. 1995 Stock Plan and 1995 Director Option
Plan, and in the related prospectus for the registration of 1,950,000 shares of
its common stock, of our report dated February 15, 1996 with respect to the
consolidated financial statements of Urogen Corp. incorporated by reference in
the Annual Report on Form 10-K for the year ended December 31, 1995, and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
January 21, 1997
