As filed with the Securities and Exchange Commission on March 21, 1997
Registration No. 333-
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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BONE CARE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
(State or Other Jurisdiction of
Incorporation or Organization)
39-1527471
(I.R.S. Employee Identification No.)
313 West Beltline Highway
Madison, Wisconsin 53713
(Address of Principal Executive Offices)
BONECARE INTERNATIONAL, INC. 1996 STOCK OPTION PLAN
INCENTIVE STOCK OPTION PLAN BONE CARE INTERNATIONAL, INC.
(Full Title of the Plan)
Charles W. Bishop, Ph.D., President
Bone Care International, Inc.
313 West Beltline Highway
Madison, Wisconsin 53713
(Name and Address of Agent for Service)
(608) 274-7533
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Jim L. Kaput
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
CALCULATION OF REGISTRATION FEE
Title Of Amount Proposed Proposed Amount Of
Securities To Be Maximum Maximum Registration
To Be Registere Offering Aggregate Fee
Registered Price Per Offering
Share Price
Common Stock, 555,677 $12.00(2) $4,957,574.94(2) $1,502.30
no par value shares(1)
(1) Also registered hereby are such additional and indeterminate number of
shares as may become issuable because of the provisions of the Plan
relating to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the exercise price for shares subject to outstanding options
and the average of the high and low sale prices of Common Stock of
the Registrant on the Nasdaq SmallCap Market on March 21, 1997 for
all other shares.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Bone Care International, Inc.
(the "Company") for the fiscal year ended June 30, 1996.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since June 30, 1996.
(c) The description of the Company's common stock, no par value (the
"Common Stock"), which is contained in Amendment No. 3 to the Company's
Registration Statement on Form 10, filed under the Exchange Act, under the
caption "Description of Bone Care Capital Stock" including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company 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 a part hereof from the respective dates
of filing of such documents. Any statement contained in a document
incorporated or deemed to be 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 is also incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Company's By-Laws, directors and officers of the Company
are entitled to mandatory indemnification from the Company against certain
liabilities and expenses (a) to the extent such officers or directors are
successful in the defense of a proceeding and (b) in proceedings in which the
director or officer is not successful in the defense thereof, unless it is
determined the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (i) a willful failure to
deal fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest, (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to believe
his or her conduct was unlawful, (iii) a transaction from which the director or
officer derived an improper personal profit, or (iv) willful misconduct. The
Company's By-Laws provide that the Company may purchase and maintain insurance
on behalf of an individual who is a director or officer of the Company against
liability asserted against or incurred by such individual in his or her
capacity as a director or officer regardless of whether the Company is required
or authorized to indemnify or allow expenses to the individual against the same
liability under the By-Laws.
The Wisconsin Business Corporation Law (the "WBCL") contains
provisions for mandatory indemnification of directors and officers against
certain liabilities and expenses that are similar to those contained in the
Company's By-Laws. Under Section 180.0828 of the WBCL, directors of the
Company are not subject to personal liability to the Company, its shareholders
or any person asserting rights on behalf thereof for certain breaches or
failures to perform any duty resulting solely from their status as such
directors, except in circumstances paralleling those in clauses (i) through
(iv) in the preceding paragraph. These provisions pertain only to breaches of
duty by directors as directors and not in any other corporate capacity, such as
officers. As a result of such provisions, shareholders may be unable to
recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to shareholders in any particular case, shareholders may
not have any effective remedy against the challenged conduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
Item 9. Undertakings.
(a) The 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference 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) 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
the registrant's annual report pursuant to Section 13(a) or 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 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 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 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.
SIGNATURES
The Registrant. 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 Madison, State of
Wisconsin, on this 21st day of March, 1997.
BONE CARE INTERNATIONAL, INC.
By: /s/Charles W. Bishop
Charles W. Bishop, Ph.D.
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dale W. Gutman 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 all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said 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 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 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 indicated on March 21, 1997.
Name Title
/s/Charles W. Bishop
Charles W. Bishop, Ph.D. President and
Director (Principal
Executive Officer)
/s/Dale W. Gutman
Dale W. Gutman Vice President of
Finance (Principal
Financial and
Accounting Officer)
/s/Richard B. Mazess
Richard B. Mazess, Ph.D. Chairman and Director
/s/Martin Barkin
Martin Barkin, M.D. Director
/s/John Kapoor
John Kapoor, Ph.D. Director
/s/Robert A. Beckman
Robert A. Beckman Director
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Document Description
4.1 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Amendment No. 3 to the Company's
Registration Statement on Form 10 (Registration Number 0-27854)
(the "Form 10") filed under the Securities Exchange Act of 1934,
as amended)
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the period ended
December 31, 1996)
4.3 Shareholder Rights Agreement between the Company and Norwest Bank,
Minnesota, N.A. (incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to the Form 10)
4.4 Bone Care International, Inc. 1996 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended December 31,
1996)
4.5 Incentive Stock Option Plan of Bone Care International, Inc.
(incorporated by reference to Exhibit 10.4 to Amendment No. 3 to
the Form 10)
5.1 Opinion of Carl E. Gulbrandsen*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 The consent of Carl E. Gulbrandsen is contained in his opinion
filed as Exhibit 5.1 to this Registration Statement*
24.1 Powers of Attorney for certain officers and directors (contained on
the signature page of this Registration Statement)*
* Filed herewith.
