<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1996
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
-----------------------
MAXIM PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
-----------------------
Delaware 87-0279983
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3099 Science Park Road, Suite 150
San Diego, California 92121
(619) 453-4040
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-----------------------
1993 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
-----------------------
Dale A. Sander
Vice President, Finance, Chief Financial Officer and Secretary
MAXIM PHARMACEUTICALS, INC.
3099 Science Park Road, Suite 150
San Diego, California 92121
(619) 453-4040
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
Lance W. Bridges, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- ----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 200,000 $11.46875 $2,293,750 $696
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). 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 September 10, 1997 as reported on the American
Stock Exchange.
<PAGE>
PART II
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statement on Form S-8 No. 333-11375 filed
with the Securities and Exchange Commission on September 4, 1996 are
incorporated by reference herein.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 (1) Amended and Restated Certificate of Incorporation of Registrant.
3.2 (1) Bylaws of Registrant.
4.1 (1) Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
25.1 Power of Attorney. Reference is made to the signature pages
hereof.
99.1 (2) Registrant's Amended and Restated 1993 Long-Term Incentive Plan
and Form of Stock Option.
- ------------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form SB-2
(No. 333-4854-LA) on May 21, 1996, as amended through the date hereof, and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Form 10Q for the quarter
ended December 31, 1996 and incorporated herein by reference.
1
<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 La Jolla, State of California, on September 15, 1997
MAXIM PHARMACEUTICALS, INC.
By /s/ DALE A. SANDER
-------------------------------------
Dale A. Sander
Vice President, Finance,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry G. Stambaugh and Dale A. Sander,
and each 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 which said
attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, 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>
<S> <C> <C>
/s/ LARRY G. STAMBAUGH Chairman of the Board, September 12, 1997
- ---------------------- President and Chief Executive Officer
Larry G. Stambaugh (PRINCIPAL EXECUTIVE OFFICER)
/s/ DALE A. SANDER Vice President, Finance, September 12, 1997
- ---------------------- Chief Financial Officer and
Dale A. Sander Secretary (PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER
/s/ COLIN B. BIER, PH.D. Director September 12, 1997
- ----------------------
Colin B. Bier, Ph.D.
/s/ G. STEVEN BURRILL Director September 12, 1997
- ----------------------
G. Steven Burrill
2
<PAGE>
/s/ PER-OLOF MARTENSSON Director September 12, 1997
- -----------------------
Per-Olof Martensson
/s/ F. DUWAINE TOWNSEN Director September 12, 1997
- -----------------------
F. Duwaine Townsen
</TABLE>
3
<PAGE>
EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
[Cooley Godward Letterhead]
September 15, 1997
Maxim Pharmaceuticals, Inc.
3099 Science Park Road, Suite 150
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Maxim Pharmaceuticals, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to an
additional 200,000 shares of the Company's Common Stock, $.001 par value,
(the "Shares") pursuant to its 1993 Long-Term Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended, 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.
Respectfully,
COOLEY GODWARD LLP
/s/ LANCE W. BRIDGES
- --------------------
Lance W. Bridges
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Maxim Pharmaceuticals, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Maxim Pharmaceuticals, Inc. and subsidiary (a Delaware
corporation in the development stage), of our report dated November 27, 1996,
relating to the consolidated balance sheets of Maxim Pharmaceuticals, Inc.
and subsidiary (a Delaware corporation in the development stage), as of
September 30, 1995 and 1996, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each of the
years in the three-year period ended September 30, 1996, and the period from
inception (October 23, 1989) through September 30, 1996, which report appears
in the annual report on Form 10-K of Maxim Pharmaceuticals, Inc.
We also consent to incorporation by reference in the registration statement
on Form S-8 of Maxim Pharmaceuticals, Inc. and subsidiary (a Delaware
corporation in the development stage) of our report dated May 17, 1996,
relating to the consolidated balance sheets of Maxim Pharmaceuticals, Inc.
and subsidiary (a Delaware corporation in the development stage) as of
September 30, 1995, and March 31, 1996, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended September 30, 1994 and 1995, the six-month periods ended March
31, 1995 and 1996 and the period from inception (October 23, 1989) through
March 31, 1996, which report appears in the registration statement (No.
333-4854-LA) on Form SB-2 of Maxim Pharmaceuticals, Inc. (a Delaware
corporation in the development stage) dated July 10, 1996. Our report dated
May 17, 1996, contains an explanatory paragraph that states that the company
has suffered recurring losses from operations and has a net capital
deficiency, which raise substantial doubt about its ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
KPMG Peat Marwick LLP
San Diego, California
September 15, 1997
