<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1997
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
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ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 94-3154463
(State of Incorporation) (I.R.S. Employer Identification No.)
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3031 RESEARCH DRIVE
RICHMOND, CALIFORNIA 94806
(510) 222-9700
(Address of principal executive offices)
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1996 EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
HOLLINGS C. RENTON
President and Chief Executive Officer
ONYX Pharmaceuticals, Inc.
3031 Research Drive
Richmond, California 94806
(510) 222-9700
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
ROBERT L. JONES, ESQ.
DEBORAH A. MARSHALL, ESQ.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common 600,000 $9.5625 $5,737,500 $1,738.64
Stock (par value $.001)
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(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h). The
offering price per share and aggregate offering price are
based upon the average of the bid and ask prices of
Registrant's Common Stock on August 27, 1997 as reported on
the Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-04839
Contents of Registration Statement on Form S-8 No. 333-04839, filed with
the Securities and Exchange Commission on May 30, 1996 are incorporated by
reference herein:
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 of this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1996 Equity Incentive Plan (the "Plan").
_______________________
* Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(No. 333-3176-LA), and incorporated by reference herein.
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Richmond, State of California, on the 27th day of
August, 1997.
ONYX PHARMACEUTICALS, INC.
By:/s/ Hollings C. Renton
---------------------------------
Hollings C. Renton
President and Chief Executive
Officer
3.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hollings C. Renton and Douglas L.
Blankenship, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Hollings C. Renton President, Chief Executive Officer August 27, 1997
- ----------------------------------- and Director
Hollings C. Renton (Principal Executive Officer)
/s/ Douglas L. Blankenship Treasurer August 27, 1997
- ----------------------------------- (Principal Financial and
Douglas L. Blankenship Accounting Officer)
/s/ Samuel D. Colella Chairman of the Board July 30, 1997
- ----------------------------------- of Directors
Samuel D. Colella
/s/ Kathleen LaPorte Director July 30, 1997
- -----------------------------------
Kathleen LaPorte
/s/ Michael J. Berendt, Ph.D. Director July 30, 1997
- -----------------------------------
Michael J. Berendt, Ph.D.
/s/ Randy Thurman Director July 30, 1997
- -----------------------------------
Randy Thurman
/s/ Wendell D. Wierenga Director July 30, 1997
- -----------------------------------
Wendell D. Wierenga
/s/ Paul Goddard, Ph.D. Director July 30, 1997
- -----------------------------------
Paul Goddard, Ph.D.
Director
- -----------------------------------
Edward Penhoet
</TABLE>
4.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1
of this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1996 Equity Incentive Plan (the "Plan").
_______________________
* Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(No. 333-3176-LA), and incorporated by reference herein.
<PAGE>
EXHIBIT 5.1
August 26, 1997
ONYX Pharmaceuticals, Inc.
3031 Research Drive
Richmond, CA 94806
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by ONYX Pharmaceuticals, Inc. (the "Company"), a
Delaware corporation, of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission
covering the offering of up to 600,000 shares of the Company's Common Stock
(the "Shares") pursuant to its 1996 Equity Incentive Plan, as amended (the
"Plan").
In connection with this opinion, we have examined the Registration
Statement, the Company's Amended and Restated Certificate of Incorporation
and Bylaws, the Plan and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the Plan and
the Registration Statement, will be validly issued, fully paid, and
nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Deborah A. Marshall
---------------------------
Deborah A. Marshall
21327936
<PAGE>
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 1996 Equity Incentive Plan, As Amended, of ONYX
Pharmaceuticals, Inc. of our report dated February 28, 1997, except as to Note
10 as to which the date is March 21, 1997, with respect to the financial
statements of ONYX Pharmaceuticals, Inc. included in its Annual Report (Form 10-
K) for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young, LLP
Palo Alto, California
August 28, 1997
