<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-
---------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1930728
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4 UNIVERSITY PLACE
4611 UNIVERSITY DRIVE
DURHAM, NC 27707
(919) 493-5980
(Address of principal executive offices) (Zip Code)
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TRIANGLE PHARMACEUTICALS, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the Plans)
--------------------
DAVID W. BARRY, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TRIANGLE PHARMACEUTICALS, INC.
4 UNIVERSITY PLACE
4611 UNIVERSITY DRIVE
DURHAM, NC 27707
(919) 493-5980
(Name, address including zip code, and telephone number, including
area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- ---------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
Common Stock 629,723 shares $12.938 $8,147,357 $2,265
$0.001 par value
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- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Triangle Pharmaceuticals, Inc.
1996 Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on March
17, 1999, as reported by the Nasdaq National Market.
<PAGE>
This Registration Statement on Form S-8 (the "Registration Statement") relates
to the registration of an additional 629,723 shares (the "Shares") of Common
Stock, $.001 par value, of the Registrant. The Shares are securities of the same
class and relating to the same employee benefit plan, the Triangle
Pharmaceuticals, Inc. 1996 Stock Incentive Plan, as those shares registered in
the Registrant's Registration Statement on Form S-8, previously filed with the
Securities and Exchange Commission on June 5, 1998. The earlier Registration
Statement on Form S-8, Registration No. 333-56189, is hereby incorporated by
reference.
The financial statements contained in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 are incorporated by reference in
this Registration Statement and have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent public accountants, given on
the authority of said firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
NUMBER EXHIBIT
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to pages II-2 and II-3 of
this Registration Statement.
II-1
<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 Durham, State of North Carolina on this 22nd day
of March 1999.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ David W. Barry
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David W. Barry
Chairman and Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Triangle Pharmaceuticals,
Inc., a Delaware corporation, do hereby constitute and appoint David W. Barry
and James A. Klein, Jr. and each one of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ David W. Barry Chairman and Chief Executive
- ---------------------- Officer (Principal Executive March 22, 1999
David W. Barry Officer)
/s/ James A. Klein, Jr. Chief Financial Officer and
- ----------------------- Treasurer (Principal Financial March 22, 1999
James A. Klein, Jr. and Accounting Officer)
/s/ M. Nixon Ellis Director, President and
- ----------------------- Chief Operating Officer March 22, 1999
M. Nixon Ellis
/s/ Anthony B. Evnin
- ----------------------- Director March 22, 1999
Anthony B. Evnin
/s/ Standish M. Fleming
- ----------------------- Director March 22, 1999
Standish M. Fleming
/s/ Dennis B. Gillings
- ----------------------- Director March 22, 1999
Dennis B. Gillings
/s/ George McFadden
- ----------------------- Director March 22, 1999
George McFadden
/s/ Henry G. Grabowski
- ----------------------- Director March 22, 1999
Henry G. Grabowski
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to pages II-2 and II-3
of this Registration Statement.
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
March 22, 1999
Triangle Pharmaceuticals, Inc.
4 University Place
4611 University Drive
Durham, NC 27707
Re: Triangle Pharmaceuticals, Inc. - Registration Statement for
Offering of an 629,723 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Triangle Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
629,723 shares of common stock of the Company (the "Shares") and related stock
options under the Company's 1996 Stock Incentive Plan (the "Incentive Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
administration of the Incentive Plan. Based on such review, we are of the
opinion that if, as and when the Shares are issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
or stock issuance agreements duly authorized under the Incentive Plan and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Incentive Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
Consent of PricewaterhouseCoopers LLP, Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement of Triangle Pharmaceuticals, Inc. on Form S-8 of our report dated
February 5, 1999, which appears on page 43 of the Annual Report on Form 10-K of
Triangle Pharmaceuticals, Inc. for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Raleigh, North Carolina
March 22, 1999
