<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROCIDE PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3186021
------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
850 MAUDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1993 AMENDED INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLAN)
JAMES E. RURKA
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
MICROCIDE PHARMACEUTICALS, INC.
850 MAUDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 478-1550
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
VAHE H. SARRAFIAN
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value...................... 500,000 $11.125 $5,562,500 $1,686
=====================================================================================================================
</TABLE>
(1) The shares covered by this Registration Statement represent 500,000 shares
of Common Stock which have become available for issuance under the Registrant's
1993 Amended Incentive Stock Plan as a result of an amendment approved by the
stockholders at the Registrant's Annual Meeting held on May 13, 1997 increasing
the number of shares authorized for issuance thereunder from 1,380,000 to
1,880,000.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
July 29, 1997.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No. 333-11759) is incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Microcide Pharmaceuticals, Inc., 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 Mountain
View, State of California, on this 28th day of July 1997.
MICROCIDE PHARMACEUTICALS, INC.
By: /s/James E. Rurka
---------------------------------
James E. Rurka
President, Chief Executive Officer
II-2
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person
whose signature appears below constitutes and appoints, jointly and severally,
James E. Rurka and Matthew Hogan his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, 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,
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/James E. Rurka President, Chief Executive July 28, 1997
- ------------------------------ Officer, and Director
James E. Rurka (Principal Executive Officer)
/s/Matthew J. Hogan Chief Financial Officer July 28, 1997
- ------------------------------
Matthew J. Hogan
/s/Keith A. Bostian, Ph.D. Chief Operating Officer July 28, 1997
- ------------------------------
Keith A. Bostian, Ph.D.
/s/Joseph S. Lacob Chairman of the Board July 28, 1997
- ------------------------------ of Directors
Joseph S. Lacob
/s/Hugh Y. Rienhoff, M.D. Director July 28, 1997
- ------------------------------
Hugh Y. Rienhoff, M.D.
/s/David Schnell, M.D. Director July 28, 1997
- ------------------------------
David Schnell, M.D.
/s/L. James Strand, M.D. Director July 28, 1997
- ------------------------------
L. James Strand, M.D.
/s/John P. Walker Director July 28, 1997
- ------------------------------
John P. Walker
</TABLE>
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation . . . . . . .
23.1 Consent of Ernst & Young LLP, Independent Auditors . . . . . . . . . . . . . . . . . .
23.2 Consent of Counsel (included in Exhibit 5.1) . . . . . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (see page II-3). . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
II-4
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Exhibit 5.1
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August 4, 1997
Microcide Pharmaceuticals, Inc.
850 Maude Avenue
Mountain View, California 94043
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about July 31,
1997 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, for an aggregate of 500,000 shares of
your Common Stock under the 1993 Amended Incentive Stock Plan. Such shares of
Common Stock are referred to herein as the "Shares", and such plan is referred
to herein as the "Plan". As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale of the
Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which accompany each grant
under the Plan, 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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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 (Form
S-8) pertaining to the 1993 Amended Incentive Stock Plan of Microcide
Pharmaceuticals, Inc. of our report dated February 4, 1997, with respect to the
financial statements of Microcide Pharmaceuticals, Inc. for the year ended
December 31, 1996, included in its Annual Report on Form 10-K, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Palo Alto, California
August 1, 1997.
