<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1999
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
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 and telephone number of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(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 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock options and common
stock (par value $.001) 300,000 $9.03 $2,709,000 $753.10
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 July 27, 1999.
===============================================================================
<PAGE>
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed for the purpose
of registering an additional 300,000 shares of Onyx Pharmaceuticals, Inc.'s
common stock to be issued pursuant to Onyx's 1996 Equity Incentive Plan, as
amended. The registration statements on Form S-8 previously filed with the
Securities and Exchange Commission relating to the Equity Incentive Plan (File
Nos. 333-04839, 333-34681, and 333-60805) are incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<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.
</TABLE>
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* Filed as an exhibit to Onyx'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 30th day
of July, 1999.
ONYX PHARMACEUTICALS, INC.
By: /s/ Hollings C. Renton
-------------------------------------
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 Marilyn E.
Wortzman, 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 and July 30, 1999
---------------------- Director (PRINCIPAL EXECUTIVE AND
Hollings C. Renton FINANCIAL OFFICER)
/s/ Marilyn E. Wortzman Controller (PRINCIPAL ACCOUNTING July 30, 1999
----------------------- OFFICER)
Marilyn E. Wortzman
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Michael J. Berendt Director July 30, 1999
----------------------
Michael J. Berendt, Ph.D.
/s/ Samuel D. Colella Chairman of the Board of Directors July 30, 1999
---------------------
Samuel D. Colella
/s/ Paul Goddard Director July 30, 1999
----------------
Paul Goddard, Ph.D.
/s/ Edward E. Penhoet Director July 30, 1999
---------------------
Edward E. Penhoet, Ph.D.
/s/ Nicole Vitullo Director July 30, 1999
------------------
Nicole Vitullo
/s/ Wendell Wierenga Director July 30, 1999
-----------------------
Wendell Wierenga, Ph.D.
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<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.
</TABLE>
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* Filed as an exhibit to Onyx's Registration Statement on Form SB-2
(No. 333-3176-LA) and incorporated by reference herein.
<PAGE>
Exhibit 5.1
[Cooley Godward LLP Letterhead]
July 30, 1999
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 300,000 shares of the Company's Common Stock, par value $.001 per
share (the "Shares"), pursuant to the Company's 1996 Equity Incentive Plan,
as amended (the "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, 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, 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,
of ONYX Pharmaceuticals, Inc. of our report dated February 19, 1999, 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, 1998,
filed with the Securities and Exchange Commission.
Palo Alto, California /s/ Ernst & Young LLP
July 28, 1999
