As filed with the Securities and Exchange Commission on July 13, 1998
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
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
(650) 428-1550
(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 94306
(650) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed
Maximum Maximum
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 400,000 $6.47 $2,598,000 $764.00
$0.001 par value................
==========================================================================================================================
</TABLE>
(1) The shares covered by this Registration Statement represent 400,000 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
June 18, 1998 increasing the number of shares authorized for issuance
thereunder from 1,880,000 to 2,280,000.
(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 9, 1998.
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<PAGE>
Statement Under General Instruction E
Registration of Additional Securities
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statements (File Nos. 333-11759 and 333-32785) are incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Document
------ --------
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).
<PAGE>
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 10th day of July, 1998.
MICROCIDE PHARMACEUTICALS, INC.
By: /s/James E. Rurka
-------------------------------------
James E. Rurka
President, Chief Executive Officer
II-2
<PAGE>
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.
Signature Title Date
--------- ----- ----
/s/James E. Rurka President, Chief Executive July 10, 1998
- ------------------------------ Officer, and Director
James E. Rurka (Principal Executive Officer)
/s/Matthew J. Hogan Chief Financial Officer July 10, 1998
- ------------------------------ (Principal Accounting and
Matthew J. Hogan Financial Officer)
/s/Keith A. Bostian, Ph.D. Director July 10, 1998
- ------------------------------
Keith A. Bostian, Ph.D.
/s/Daniel L. Kisner, M.D. Director July 10, 1998
- ------------------------------
Daniel L. Kisner, M.D.
/s/Hugh Y. Rienhoff, Jr., M.D. Director July 10, 1998
- ------------------------------
Hugh Y. Rienhoff, Jr., M.D.
/s/David Schnell, M.D. Director July 10, 1998
- ------------------------------
David Schnell, M.D.
/s/Mark B. Skaletsky Director July 10, 1998
- ------------------------------
Mark B. Skaletsky
/s/John P. Walker Director July 10, 1998
- ------------------------------
John P. Walker
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
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)
II-4
Exhibit 5.1
July 9, 1998
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 10, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 400,000 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
II-5
EXHIBIT 23.1
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 9, 1998, with respect to the
financial statements of Microcide Pharmaceuticals, Inc. for the year ended
December 31, 1997, included in its Annual Report on Form 10-K, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Palo Alto, California
July 7, 1998
II-6
