<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GenStar Therapeutics Corporation
(Formerly UroGen Corp.)
(Exact name of Registrant as specified in its charter)
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Delaware 33-0687976
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(State of incorporation) (I.R.S. Employer
Identification Number)
10835 ALTMAN ROW, SUITE 150
San Diego, CA 92121
(Address, including zip code, of Registrant's principal executive offices)
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1999 Stock Plan
1995 STOCK PLAN
1995 DIRECTORS' OPTION PLAN
(FULL TITLE OF THE PLAN)
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ROBERT E. SOBOL, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENSTAR THERAPEUTICS CORPORATION
10835 ALTMAN ROW, SUITE 150
SAN DIEGO, CALIFORNIA 92121
(858) 450-5959
(Name, address and telephone number of agent for service)
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Copies to:
DENNIS J. DOUCETTE, ESQ.
LUCE FORWARD HAMILTON & SCRIPPS LLP
600 WEST BROADWAY, SUITE 2600
SAN DIEGO, CA 92101
(619) 236-1414
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value:
Reserved or outstanding under 1999 Stock Plan 4,242,082
Reserved or outstanding under 1995 Stock Plan 624,750
Reserved or outstanding under 1995 Directors'
Option Plan 450,000
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Totals 5,316,832 $5.94 $31,581,982 $8,338
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</TABLE>
(1) Excludes all shares previously registered under Registrant's 1995 Stock
Plan and 1995 Directors' Option Plan on the Registrant's Registration
Statement on Form S-8 (File No. 333-20239) filed on January 23, 1997.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $5.94 per share (based on the
average high and low price of Registrant's Common Stock as reported on the
American Stock Exchange on April 25, 2000).
(3) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act of 1993, as amended.
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<PAGE>
GENSTAR THERAPEUTICS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999, filed pursuant to
Section 13(a) of the Exchange Act.
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 17, 2000 filed
pursuant to Section 12(g) of the Exchange Act.
4. The Registrant's Registration Statement on Form S-8 (File No.
333-20239) filed on January 23, 1997.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date 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 herein and to be part hereof from the date of
filing such documents.
ITEMS 4 - 7
Items 4 - 7, inclusive, are omitted in reliance upon General Instruction
E to Form S-8, and the above incorporation by reference of a previously filed
and currently effective Registration Statement on Form S-8 (file No. 333-20239).
II-1
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ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
------- -----------------------
4.1 1995 Stock Plan. (1)
4.2 1995 Directors' Option Plan (1)
4.3 1999 Stock Plan (2)
5.1 Opinion of Luce Forward Hamilton & Scripps as to legality of
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Powers of Attorney (see page 5).
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(1) Previously filed in the Registrant's Registration Statement on Form 10-SB
(File No. 0-27264) originally filed November 17, 1995 and declared
effective on January 11, 1996.
(2) Previously filed in the Registrant's Registration Statement on Form SB-2
originally filed June 22, 1999.
ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-8, and
the above incorporation by reference of a previously filed and currently
effective Registration Statement on Form S-8 (File No. 333-20239).
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Diego, State of California, on this 1st day of
May, 2000.
GENSTAR THERAPEUTICS CORPORATION
By: /s/ CARIN D. SANDVIK
-----------------------------------------
Carin D. Sandvik
Controller, Chief Accounting Officer, and
Secretary
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Quadros and Carin D. Sandvik, and
each of them, as 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, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, 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 connection therewith, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT E. SOBOL President, Chief Executive Officer and Director May 1, 2000
- ------------------------
Robert E. Sobol
/s/ PAUL D. QUADROS Chairman of the Board and Chief Financial May 1, 2000
- ------------------------ Officer
Paul D. Quadros
/s/ WEI WEI ZHANG Sr. VP, Chief Scientific Officer and Director May 1, 2000
- ------------------------
Wei Wei Zhang
/s/ CARIN D. SANDVIK Controller, Chief Accounting Officer and May 1, 2000
- ------------------------ Secretary
Carin D. Sandvik
/s/ PETER F. BERNARDONI Director May 1, 2000
- ------------------------
Peter F. Bernardoni
/s/ IVOR ROYSTON Director May 1, 2000
- ------------------------
Ivor Royston
/s/ VICTOR W. SCHMITT Director May 1, 2000
- ------------------------
Victor W. Schmitt </TABLE>
II-4
<PAGE>
Index to Exhibits
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Document Numbered Page
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<S> <C> <C>
4.1 1995 Stock Plan. (1)
4.2 1995 Directors' Option Plan (1)
4.3 1999 Stock Plan (2)
5.1 Opinion of Luce Forward Hamilton & Scripps as to legality of
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Powers of Attorney (see page 5).
</TABLE>
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(1) Previously filed in the Registrant's Registration Statement on Form 10-SB
(File No. 0-27264) originally filed November 17, 1995 and declared
effective on January 11, 1996.
(2) Previously filed in the Registrant's Registration Statement on Form SB-2
originally filed on June 22, 1999.
<PAGE>
Exhibit 5.1
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May 1, 2000
GenStar Therapeutics, Inc.
10835 Altman Row, Suite 150
San Diego, CA 92121
Re: Registration Statement on Form S-8 for 5,316,832 Shares of Common Stock
-----------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 5,316,832 shares of Common Stock,
$.001 par value per share (the "Common Stock"), of GenStar Therapeutics, Inc., a
Delaware corporation (the "Company"), to be issued pursuant to the Company's
1999 Stock Plan, 1995 Stock Plan and 1995 Directors' Option Plan (collectively,
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.
On the basis of and in reliance upon the foregoing examination and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plans, when
issued in accordance with the Registration Statement and the provisions of the
Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
<PAGE>
Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1999 Stock Plan, 1995 Stock Plan and 1995
Directors' Option Plan of our report dated March 8, 2000, with respect to the
consolidated financial statements of GenStar Therapeutics Corporation
incorporated by reference in its Annual Report (Form 10-KSB) for the year ended
December 31, 1999, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
San Diego, California
April 28, 2000
