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As filed with the Securities and Exchange Commission on August 30, 2000
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
(650) 428-1550
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
MARTIN J. WATERS
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(650) 493-9300
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
$0.001 par value........... 450,000 $11.66 $5,247,000 $1,385.21
===========================================================================================================
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(1) The shares covered by this Registration Statement represent 450,000 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 15, 2000 increasing the combined number of shares authorized for
issuance under the Registrant's 1993 Amended Incentive Stock Plan, 1996
Director Option Plan and 1996 Employee Stock Purchase Plan from 2,750,000
to 3,200,000.
(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 24, 2000.
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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, 333-58999 and
333-86383) are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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<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).
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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 30th day of August, 2000.
MICROCIDE PHARMACEUTICALS, INC.
By: /s/ James E. Rurka
------------------------------------
James E. Rurka
President and Chief Executive
Officer
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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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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James E. Rurka President, Chief Executive Officer August 30, 2000
---------------------------------- (Principal Executive Officer)
James E. Rurka
/s/ Donald D. Huffman Vice President of Finance and August 30, 2000
---------------------------------- Corporate Development and Chief
Donald D. Huffman Financial Officer (Principal
Accounting and Financial Officer)
/s/ John P. Walker Chairman of the Board of Directors August 30, 2000
----------------------------------
John P. Walker
/s/ Keith A. Bostian, Ph.D. Director August 30, 2000
----------------------------------
Keith A. Bostian, Ph.D.
/s/ Daniel L. Kisner, M.D. Director August 30, 2000
----------------------------------
Daniel L. Kisner, M.D.
/s/ Hugh Y. Rienhoff, Jr., M.D. Director August 30, 2000
----------------------------------
Hugh Y. Rienhoff, Jr., M.D.
/s/ David Schnell, M.D. Director August 30, 2000
----------------------------------
David Schnell, M.D.
/s/ Mark B. Skaletsky Director August 30, 2000
----------------------------------
Mark B. Skaletsky
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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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 (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
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