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As filed with the Securities and Exchange Commission on October 18, 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
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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
1996 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE 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)
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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 MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Stock options and common
stock (par value $.001) 550,000 $15.53 $8,541,500 $2,254.96
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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 October 13, 2000.
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EXPLANATORY NOTE
This registration statement on Form S-8 is being filed for the purpose
of registering an additional 550,000 shares of ONYX Pharmaceuticals, Inc.'s
common stock, of which 400,000 shares are issuable pursuant to ONYX's 1996
Equity Incentive Plan, as amended, 75,000 shares are issuable pursuant to ONYX's
1996 Non-Employee Directors' Stock Option Plan, as amended, and 75,000 shares
are issuable pursuant to ONYX's Employee Stock Purchase Plan, as amended. The
registration statements on Form S-8 previously filed with the Securities and
Exchange Commission relating to the 1996 Equity Incentive Plan, the 1996
Non-Employee Directors' Stock Option Plan and the Employee Stock Purchase Plan
(File Nos. 333-04839, 333-34681, 333-60805 and 333-84113) are incorporated by
reference herein.
EXHIBITS
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EXHIBIT
NUMBER
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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. 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 Non-Employee Directors' Stock Option Plan.
99.3* Employee Stock Purchase Plan.
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*Previously filed
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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 Richmond, State of California, on the 18th
day of October, 2000.
ONYX PHARMACEUTICALS, INC.
By: /s/ Hollings C. Renton
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HOLLINGS C. RENTON
President, Chief Executive Officer and
Chairman of the Board
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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Hollings C. Renton President, Chief Executive Officer and October 18, 2000
------------------------ Chairman of the Board (PRINCIPAL
Hollings C. Renton EXECUTIVE AND FINANCIAL OFFICER)
II-1
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/s/ Marilyn E. Wortzman Controller (PRINCIPAL ACCOUNTING October 18, 2000
------------------------ OFFICER)
Marilyn E. Wortzman
Director __________, 2000
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Michael J. Berendt
/s/ Paul Goddard Director October 18, 2000
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Paul Goddard
/s/ Magnus Lundberg Director October 18, 2000
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Magnus Lundberg
Director __________, 2000
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George A. Scangos
/s/ Nicole Vitullo Director October 18, 2000
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Nicole Vitullo
/s/ Wendell Wierenga Director October 18, 2000
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Wendell Wierenga
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II-2
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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 Non-Employee Directors' Stock Option Plan.
99.3* Employee Stock Purchase Plan.
</TABLE>
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* Previously filed.
