<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2000
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-3173928
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
3400 WEST BAYSHORE ROAD
PALO ALTO, CA 94303
(Address of principal executive offices)
1995 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH MAY 2000)
2000 NON-OFFICER EMPLOYEE STOCK PLAN
STOCK PLAN (2000)
(Full Title of the Plans)
THOMAS G. WIGGANS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONNETICS CORPORATION
3400 WEST BAYSHORE ROAD
PALO ALTO, CA 94303
(650) 843-2800
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value,
to be issued under:
-----------------------------------------------------------------------------------------------------------------------------------
2000 Non-Officer Employee Stock Plan 202,500 shares $12.1879(3) $2,468,049.70 $651.57
-----------------------------------------------------------------------------------------------------------------------------------
2000 Non-Officer Employee Stock Plan 297,500 shares $16.25(4) $4,834,375.00 $1,276.28
-----------------------------------------------------------------------------------------------------------------------------------
1995 Employee Stock Purchase Plan 300,000 shares $16.25(4) $4,875,000.00 $1,287.00
-----------------------------------------------------------------------------------------------------------------------------------
Stock Plan (2000) 208,512 share $16.25(4) $3,388,320.00 $894.52
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under any of the referenced plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of outstanding shares of common stock of Connetics Corporation.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Computed in accordance with Rule 457(h) of the Securities Act, based on the
weighted average exercise price of $12.1879 per share covering options granted
under the 2000 Non-Officer Employee Stock Plan.
(4) Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act based on the average of the high and low prices of Connetics' common stock
as reported on The Nasdaq National Market on September 22, 2000.
<PAGE> 2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by Connetics Corporation are incorporated
by this reference into this Registration Statement:
a. Connetics' Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 20, 2000 (File
No. 0-27406).
b. Connetics' Quarterly Report on Form 10-Q for the quarter ended March
31, 2000, filed with the Commission on May 15, 2000 (File No.
0-27406).
c. Connetics' Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, filed with the Commission on August 14, 2000 (File No.
0-27406).
d. Connetics' Current Report on Form 8-K dated June 20, 2000, filed with
the Commission on July18, 2000 (File No. 0-27406).
e. The description of Connetics' common stock set forth in Connetics'
Registration Statement on Form 8-A filed with the Commission on
December 8, 1995, including any amendment thereto or report filed for
the purpose of updating such description (File No. 0-27406).
f. The description of Connetics' Preferred Share Purchase Rights set
forth in Connetics' Registration Statement on Form 8-A filed with the
Commission on May 23, 1997, including any amendment thereto or report
filed for the purpose of updating such description (File No. 0-27406).
All reports and other documents filed by Connetics pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
2
<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law provides that
under certain circumstances a corporation may 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 whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article IX of Connetics' Amended and Restated Certificate of
Incorporation and Article VII, Section 6 of Connetics' Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by law. In addition, Connetics' has entered into
Indemnification Agreements with its officers and directors and maintains
director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. See Index to Exhibits (page 7).
ITEM 9. UNDERTAKINGS.
(a) 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
<PAGE> 5
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of its
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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
of 1933 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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 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 of 1933 and will be governed by the
final adjudication of such issue.
4
<PAGE> 6
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 Palo Alto, State of California.
Connetics Corporation
a Delaware corporation
By: /s/ JOHN L. HIGGINS
---------------------------------------
John L. Higgins
Executive Vice President, Finance and
Administration and Chief Financial Officer
Date: September 25, 2000
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Katrina J. Church and John L. Higgins, jointly
and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his 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-facts and agents, or his
substitute or substitutes, may 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/ THOMAS G. WIGGANS PRINCIPAL EXECUTIVE OFFICER: September 25, 2000
-------------------------- President, Chief Executive Officer, and
Thomas G. Wiggans Director
/s/ JOHN L. HIGGINS PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: September 25, 2000
-------------------------- Executive Vice President, Finance &
John L. Higgins Administration and Chief Financial Officer
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ G. KIRK RAAB CHAIRMAN OF THE BOARD and Director September 25, 2000
--------------------------
G. Kirk Raab
ADDITIONAL DIRECTORS:
/s/ ALEXANDER E. BARKAS DIRECTOR September 25, 2000
--------------------------
Alexander E. Barkas
/s/ EUGENE A. BAUER DIRECTOR September 25, 2000
--------------------------
Eugene A. Bauer
/s/ BRIAN H. DOVEY DIRECTOR September 25, 2000
--------------------------
Brian H. Dovey
/s/ JOHN C. KANE DIRECTOR September 25, 2000
--------------------------
John C. Kane
/s/ THOMAS D. KILEY DIRECTOR September 25, 2000
--------------------------
Thomas D. Kiley
/s/ LEON E. PANETTA DIRECTOR September 25, 2000
--------------------------
Leon E. Panetta
</TABLE>
6
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
4.1 1995 Employee Stock Purchase Plan (As amended through May 2000),
Employee Subscription Agreement, and Notice of Withdrawal
4.2 Stock Plan (2000) (incorporated herein by reference to Exhibit 4.4
to Connetics' Registration Statement on Form S-8 filed with the
Commission on August 13, 1999, File No. 333-85155).
4.3 2000 Non-Officer Employee Stock Plan, Stock Option Agreement, and
form of Option Agreement
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 5)
</TABLE>
