<PAGE> 1
As filed with the Securities and Exchange Commission on
May 14, 1997 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
----------------
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
----------------
DELAWARE 68-0262011
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------
2525 STANWELL DRIVE, SUITE 300
CONCORD, CA 94520
(510) 603-9071
(Address and telephone number of principal executive offices)
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1996 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
STEPHEN T. ISAACS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CERUS CORPORATION
2525 STANWELL DRIVE, SUITE 300
CONCORD, CA 94520
(510) 603-9071
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
HOWARD G. ERVIN
ANDREA VACHSS
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
----------------
Page 1 of 9
Exhibit Index at Page: 7
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par 1,174,950 $2.52 - $10.81 $9,324,004.43 $2,825.46
value $.0001)
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</TABLE>
<TABLE>
<CAPTION>
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TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to 407,383 $2.52 (1)(a) $1,026,605.16
outstanding options under
the 1996 Equity Incentive
Plan
- ---------------------------------------------------------------------------------------------------------------
Shares reserved for future 547,067 $10.81 (1)(b) $5,913,794.27
grant pursuant to the 1996
Equity Incentive Plan
- ---------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to 220,500 $10.81 (1)(b) $2,383,605.00
the Employee Stock
Purchase Plan
- ---------------------------------------------------------------------------------------------------------------
Proposed Maximum $9,324,004.43
Aggregate Offering Price
- ---------------------------------------------------------------------------------------------------------------
Registration Fee $2,825.46
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</TABLE>
(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 (a) the weighted average
exercise price, for shares subject to outstanding options granted by
Cerus Corporation ("Registrant" or "Company") under the Company's 1996
Equity Incentive Plan (the "Incentive Plan"), or (b) the average of the
high and low prices of the Company's Common Stock as reported on the
Nasdaq National Market for May 8, 1997, for (i) shares reserved for
future grant pursuant to the Incentive Plan and (ii) shares issuable
pursuant to the Employee Stock Purchase Plan (pursuant to Rule 457(c)
under the Act).
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
ii.
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:
(A) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(B) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(C) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Registrant's Bylaws provide for
mandatory indemnification of its directors and executive officers and
permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law.
The Registrant has entered into indemnification agreements with each of its
executive officers and directors. The indemnification agreements provide the
Registrant's officers and directors against certain liabilities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Page 2 of 9
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EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
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 page.
4.1* The Company's Bylaws.
4.2** The Company's Amended and Restated Certificate of Incorporation.
4.3** Specimen Stock Certificate.
99.1* The Company's 1996 Equity Incentive Plan.
99.2* Form of Incentive Stock Option under the 1996 Equity Incentive
Plan.
99.3* Form of Non-statutory Stock Option under the 1996 Equity
Incentive Plan.
99.4* Employee Stock Purchase Plan.
99.5*** Form of Employee Stock Purchase Plan Offering.
* Documents incorporated by reference from the Company's
Registration Statement on Form S-1 (File No. 333-11341) filed
with the SEC on September 4, 1996.
** Documents incorporated by reference from the Company's
Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-11341) filed with the SEC on October 29, 1996.
*** Documents incorporated by reference from the Company's Amendment
No. 3 to the Registration Statement on Form S-1 (File No.
333-11341) filed with the SEC on January 21, 1997.
Page 3 of 9
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UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(I) To include any prospectus required by section
10(a)(3) of the Securities Act;
(II) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(III) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the issuer pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(B) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Page 4 of 9
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SIGNATURES
THE REGISTRANT. 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 Concord, State of California on May 13, 1997.
CERUS CORPORATION
By /s/ David S. Clayton
---------------------------------------
David S. Clayton
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen T. Isaacs and David S. Clayton
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 on Form
S-8, 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/ Stephen T. Isaacs
- ------------------------------------ President, Chief Executive Officer May 13, 1997
Stephen T. Isaacs and Director (Principal Executive
Officer)
/s/ David S. Clayton
- ------------------------------------ Vice President, Finance and Chief May 13, 1997
David S. Clayton Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ B.J. Cassin
- ------------------------------------ Director, Chairman of the Board May 13, 1997
B.J. Cassin
</TABLE>
Page 5 of 9
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John E. Hearst
- ------------------------------------ Director May 8, 1997
John E. Hearst
/s/ Peter H. McNerney
- ------------------------------------ Director May 13, 1997
Peter H. McNerney
/s/ Dale A. Smith
- ------------------------------------ Director May 10, 1997
Dale A. Smith
/s/ Henry E. Stickney
- ------------------------------------ Director May 7, 1997
Henry E. Stickney
</TABLE>
Page 6 of 9
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EXHIBIT INDEX
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
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 page.
4.1* The Company's Bylaws.
4.2** The Company's Amended and Restated Certificate of Incorporation.
4.3** Specimen Stock Certificate.
99.1* The Company's 1996 Equity Incentive Plan.
99.2* Form of Incentive Stock Option under the 1996 Equity Incentive
Plan.
99.3* Form of Non-statutory Stock Option under the 1996 Equity
Incentive Plan.
99.4* Employee Stock Purchase Plan.
99.5*** Form of Employee Stock Purchase Plan Offering.
* Documents incorporated by reference from the Company's
Registration Statement on Form S-1 (File No. 333-11341) filed
with the SEC on September 4, 1996.
** Documents incorporated by reference from the Company's
Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-11341) filed with the SEC on October 29, 1996.
*** Documents incorporated by reference from the Company's Amendment
No. 3 to the Registration Statement on Form S-1 (File No.
333-11341) filed with the SEC on January 21, 1997.
Page 7 of 9
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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
May 13, 1997
Cerus Corporation
2525 Stanwell Drive, Suite 300
Concord, CA 94520
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cerus Corporation (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 1,174,950 shares of the Company's
Common Stock, $.0001 par value, (the "Shares") pursuant to its 1996 Equity
Incentive Plan and Employee Stock Purchase Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Amended and Restated 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 Plans, the
Registration Statement and related Prospectuses, 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
/s/ Howard G. Ervin
- -------------------
Howard G. Ervin
HGE:wp
Page 8 of 9
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1996
Equity Incentive Plan and the Employee Stock Purchase Plan
of Cerus Corporation of our report dated January 16, 1997
for the years ended December 31, 1995 and 1996 with respect
to the financial statements of Cerus Corporation, included
in its Registration Statement (Form S-1 333-11341), filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Walnut Creek, California
May 13,1997
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