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As filed with the Securities and Exchange Commission on September 1, 1999
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
1996 DIRECTOR OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
JAMES E. RURKA
PRESIDENT, CHIEF EXECUTIVE OFFICER, ACTING
CHIEF FINANCIAL 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:
ANTONE F. JOHNSON
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE REGISTRATION
OF SECURITIES TO TO BE PRICE OFFERING FEE
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value............... 470,000 $4.96875 $2,335,313 $649.22
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(1) The shares covered by this Registration Statement represent 470,000 shares
of Common Stock which have become available for issuance under the
Registrant's 1993 Amended Incentive Stock Plan, 1996 Director Option Plan
and 1996 Employee Stock Purchase Plan as a result of an amendment approved
by the stockholders at the Registrant's Annual Meeting held on June 24,
1999 increasing the number of shares authorized for issuance thereunder
from 2,480,000 to 2,950,000.
(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 August 31, 1999.
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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 Statements (File Nos. 333-11759, 333-32785 and 333-58999) 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).
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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 1st day of September, 1999.
MICROCIDE PHARMACEUTICALS, INC.
By: /s/ James E. Rurka
-----------------------------------------
James E. Rurka
President, Chief Executive Officer
and Acting Chief Financial 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 James E. Rurka his
attorney-in-fact, 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 said
attorney-in-fact, or his substitute, 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.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James E. Rurka President, Chief Executive Officer, September 1, 1999
- --------------------------------------------- Acting Chief Financial Officer and
James E. Rurka Director (Principal Executive Officer
and Principal Accounting and
Financial Officer)
/s/ John P. Walker Chairman of the Board of Directors September 1, 1999
- ---------------------------------------------
John P. Walker
/s/ Keith A. Bostian, Ph.D. Director September 1, 1999
- ---------------------------------------------
Keith A. Bostian, Ph.D.
/s/ Daniel L. Kisner, M.D. Director September 1, 1999
- ---------------------------------------------
Daniel L. Kisner, M.D.
/s/ Hugh Y. Rienhoff, Jr., M.D. Director September 1, 1999
- ---------------------------------------------
Hugh Y. Rienhoff, Jr., M.D.
/s/ David Schnell, M.D. Director September 1, 1999
- ---------------------------------------------
David Schnell, M.D.
/s/ Mark B. Skaletsky Director September 1, 1999
- ---------------------------------------------
Mark B. Skaletsky
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II-3
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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)
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Exhibit 5.1
September 1, 1999
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 September 1, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 470,000 shares of your
Common Stock under the 1993 Amended Incentive Stock Plan, 1996 Director Option
Plan and 1996 Employee Stock Purchase Plan. Such shares of Common Stock are
referred to herein as the "Shares", and such plans are referred to herein as the
"Plans". 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
Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, 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
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, 1996 Director Option
Plan and 1996 Employee Stock Purchase Plan of Microcide Pharmaceuticals, Inc. of
our report dated February 9, 1999, with respect to the financial statements of
Microcide Pharmaceuticals, Inc. included in the Annual Report (Form 10-K) for
the year ended December 31, 1998.
Ernst & Young LLP
Palo Alto, California
September 1, 1999
