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As filed with the Securities and Exchange Commission on July 28, 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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CERUS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0262011
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(State of Incorporation) (I.R.S. Employer Identification No.)
2525 STANWELL DRIVE, SUITE 300
CONCORD, CALIFORNIA 94520
(Address of principal executive offices)
1998 NON-OFFICER STOCK OPTION PLAN
1999 EQUITY INCENTIVE PLAN
(Full title of the plans)
STEPHEN T. ISAACS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CERUS CORPORATION
2525 STANWELL DRIVE, SUITE 300
CONCORD, CALIFORNIA 94520
(925) 603-9071
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT L. JONES, ESQ.
ANDREA VACHSS, ESQ.
COOLEY GODWARD LLP
3175 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE(1) REGISTRATION FEE
------------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Common Stock, 128,000 $32.6875 -- $5,704,544.00 $1,506.00
par value $.001 per share, $59.875(1)(a)
subject to outstanding
options granted under the
1999 Equity Incentive Plan
Shares of Common Stock, 1,372,000 $57.4375(1)(b) $78,804,250.00 $20,804.32
par value $.001 per share,
reserved for future
issuance under the 1999
Equity Incentive Plan
Shares of Common Stock, 120,000 $57.4375(1)(b) $6,892,500.00 $1,819.62
par value $.001 per share,
reserved for future grant
under the 1998 Non-Officer
Stock Option Plan
Totals 1,620,000 $32.6875 -- $91,401,294.00 $24,119.94
$57.4375
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(1) (1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering
price are based upon (a) the weighted average exercise price, for shares
subject to options previously granted under the Cerus Corporation
("Registrant" or "Company") 1998 Non-Officer Stock Option Plan and 1999
Equity Incentive Plan (collectively, the "Plans") (pursuant to Rule
457(h) under the Securities Act of 1933, as amended (the "Act")) and (b)
the average of the high and low prices of the Company's Common Stock as
reported on the Nasdaq National Market on July 26, 2000 for shares
available for future grant pursuant to the Plans (pursuant to Rule
457(c) under the Act).
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-74991 AND 333-84497
The contents of Registration Statements on Form S-8 Nos. 333-74991 and
333-84497 filed with the Securities and Exchange Commission on March 24, 1999
and August 4, 1999, respectively, are incorporated by reference herein.
EXHIBITS
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<CAPTION>
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 is contained in Exhibit 5 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
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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 Concord, State of California, on July 28, 2000.
CERUS CORPORATION
By: /s/ Gregory W. Schafer
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Gregory W. Schafer
Title: 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 Gregory W. Schafer,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Stephen T. Isaacs President, Chief Executive July 28, 2000
-------------------------------------------- Officer and Director
(Stephen T. Isaacs) (Principal Executive Officer)
/s/ Gregory W. Schafer Vice President, Finance and July 28, 2000
-------------------------------------------- Chief Financial Officer
(Gregory W. Schafer) (Principal Financial and
Accounting Officer)
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<TABLE>
<S> <C> <C>
/s/ B.J. Cassin Director July 28, 2000
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(B.J. Cassin)
/s/ John E. Hearst Director July 28, 2000
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(John E. Hearst)
/s/ C. Raymond Larkin, Jr. Director July 28, 2000
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(C. Raymond Larkin, Jr.)
/s/ Peter H. McNerney Director July 28, 2000
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(Peter H. McNerney)
/s/ Dale A. Smith Director July 28, 2000
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(Dale A. Smith)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP. 7
23.1 Consent of Ernst & Young LLP, Independent Auditors. 8
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to --
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages. --
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