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As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AURORA BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 33-066-9859
(State of Incorporation) (I.R.S. Employer
Identification No.)
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11010 Torreyana Road
San Diego, California 92121
(858) 404-6600
(Address of principal executive offices)
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1996 STOCK PLAN
(Full title of the plans)
Stuart J.M. Collinson
President, Chief Executive Officer and Chairman of the Board
Aurora Biosciences Corporation
11010 Torreyana Road
San Diego, California 92121
(858) 404-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 550-6000
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) FEE
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Stock Options and Common
Stock (par value $.001) 2,000,000 shares $65.91 $131,820,000 $34,800.48
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on June 15, 2000 as reported on the
Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-30039 AND 333-79133
The contents of Registration Statement on Form S-8 Nos. 33-30039 and
333-79133 filed with the Securities and Exchange Commission on June 25, 1997 and
May 21, 1999, respectively, are incorporated by reference herein.
EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1996 Stock Plan, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on June 20,
2000.
AURORA BIOSCIENCES CORPORATION
By: /s/ STUART J.M. COLLINSON
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Stuart J.M. Collinson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart J.M. Collinson and John
Pashkowsky, and each or any one of them, 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 attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
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 and on the dates indicated.
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SIGNATURE TITLE DATE
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President, Chief Executive June 20, 2000
/s/ STUART J.M. COLLINSON Officer and Chairman of the
------------------------------------ Board
(STUART J.M. COLLINSON)
/s/ JOHN PASHKOWSKY Vice President of Finance and June 20, 2000
------------------------------------ Treasurer
(JOHN PASHKOWSKY)
/s/ JAMES C. BLAIR Director June 20, 2000
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(JAMES C. BLAIR)
/s/ HUGH Y. RIENHOFF, JR. Director June 20, 2000
------------------------------------
(HUGH Y. RIENHOFF, JR.)
Director June 20, 2000
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(ROY A. WHITFELD)
/s/ TIMOTHY J. WOLLAEGER Director June 20, 2000
------------------------------------
(TIMOTHY J. WOLLAEGER)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in
Exhibit 5.1 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1996 Stock Plan, as amended.
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