<PAGE>
As filed with the Securities and Exchange Commission on August 6, 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
__________________
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
___________________
DELAWARE 94-3154463
(State of incorporation) (I.R.S. Employer
Identification No.)
___________________
3031 RESEARCH DRIVE
RICHMOND, CALIFORNIA 94806
(510) 222-9700
(Address and telephone number of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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 of agent for service)
____________________
Copies to:
ROBERT L. JONES, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Stock Options
and common 375,000 $ 6.00 $2,250,000 $ 663.75
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) of the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price
are based on the average of the high and low prices of the Registrant's
Common Stock as reported on the Nasdaq National Market on August 4, 1998.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 300,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's 1996 Equity Incentive Plan, as
amended (the "Equity Incentive Plan") and an additional 75,000 shares of the
Registrant's Common Stock to be issued pursuant to the Registrant's 1996
Employee Stock Purchase Plan, as amended (the "Employee Stock Purchase
Plan"). The Registration Statements on Form S-8 previously filed with the
Commission relating to the Equity Incentive Plan and the Employee Purchase
Plan (File Nos. 333-04839 and 333-34681) are incorporated by reference herein.
EXHIBITS
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EXHIBIT
NUMBER
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<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1* 1996 Equity Incentive Plan.
99.2* 1996 Employee Stock Purchase Plan.
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* Filed as an exhibit to the Registrant's Registration Statement on Form
SB-2 (No. 333-3176-LA) and incorporated by reference herein.
<PAGE>
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 Richmond, State of California,
on the 5th day of August, 1998.
ONYX PHARMACEUTICALS, INC.
By: /s/ Hollings C. Renton
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HOLLINGS C. RENTON
President and Chief Executive Officer
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.
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Signature Title Date
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<S> <C> <C>
/s/ Hollings C. Renton President, Chief Executive August 5, 1998
- ---------------------------- Officer and Director
Hollings C. Renton (PRINCIPAL EXECUTIVE OFFICER)
/s/ Douglas L. Blankenship Treasurer (PRINCIPAL FINANCIAL August 5, 1998
- ----------------------------- AND ACCOUNTING OFFICER)
Douglas L. Blankenship
/s/ Michael J. Berendt, Ph.D. Director August 5, 1998
- -----------------------------
Michael J. Berendt, Ph.D.
/s/ Samuel D. Colella Chairman of the Board of August 5, 1998
- ----------------------------- Directors
Samuel D. Colella
/s/ Paul Goddard, Ph.D. Director August 5, 1998
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Paul Goddard, Ph.D.
/s/ Edward Penhoet, Ph.D. Director August 5, 1998
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Edward Penhoet, Ph.D.
/s/ Nicole Vitullo Director August 5, 1998
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Nicole Vitullo
/s/ Wendell D. Wierenga, Ph.D. Director August 5, 1998
- ------------------------------
Wendell D. Wierenga, Ph.D.
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II-1
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1* 1996 Equity Incentive Plan.
99.2* 1996 Employee Stock Purchase Plan.
</TABLE>
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* 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
[Cooley Godward LLP Letterhead]
August 4, 1998
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 an aggregate of 375,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock"), which includes (i) up
to 300,000 shares of Common Stock pursuant to the Company's 1996 Equity
Incentive Plan, as amended (the "Plan") and (ii) up to 75,000 shares of
Common Stock pursuant to the Company's 1996 Employee Stock Purchase Plan (the
"Purchase Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Amended and Restated Certificate of
Incorporation and By-laws, 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, the
Purchase Plan, the Registration Statement and related Prospectus, 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/ Robert L. Jones
-----------------------------
Robert L. Jones
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to The 1996 Equity Incentive Plan, as
amended, and The 1996 Employee Stock Purchase Plan, as amended, of ONYX
Pharmaceuticals, Inc. of our report dated February 20, 1998, with respect to
the financial statements and schedule of ONYX Pharmaceuticals, Inc., included
in the Annual Report (Form 10-K) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
July 31, 1998
