<PAGE>
As filed with the Securities and Exchange Commission on June 29, 2000
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
_____________________
ORAPHARMA, INC.
(Exact name of company as specified in its charter)
Delaware 22-3473777
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification
or Organization) No.)
732 Louis Drive
Warminster, Pennsylvania 18974
(Address of principal executive offices) (Zip Code)
OraPharma, Inc.
1996 Stock Option Plan
(Full title of the plan)
Michael D. Kishbauch
President and Chief Executive Officer
OraPharma, Inc.
732 Louis Drive
Warminster, Pennsylvania 18974
(Name and address of agent for service)
(215) 956-2200
(Telephone number, including area code, of agent for service)
_____________________
Copy of all communications to:
David R. King
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (4) offering price (2) registration fee (2) (3)
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par 586,772 $0.60 $206,200 $54.44
value
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</TABLE>
(1) This Registration Statement covers shares of Common Stock of OraPharma,
Inc. which may be offered or sold pursuant to the OraPharma, Inc. 1996
Stock Option Plan.
(2) Estimated pursuant to Paragraph (h) of Rule 457 under the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee.
(3) The registration fee of $54.44 is included in a wire of $3,994.64
from the Company.
(4) Grants were made at various exercise prices of which $0.60 was the
highest.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by OraPharma, Inc. (the "Company") (File No. 000-
29839) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Form S-8 Registration
Statement (the "Registration Statement") and made a part hereof:
1. The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2000;
2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on March 7, 2000; and
3. The Prospectus contained in the Registration Statement on Form S-1,
filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")
(file No. 333-93881), originally filed by the Company on December 30, 1999, as
amended ("Form S-1"), containing audited financial statements for the Company's
financial years ended December 31, 1998 and 1999.
All documents and reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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 hereof from the date of filing of such documents or
reports. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified shall not be deemed to constitute a
part of the Registration Statement except as so modified and any statement so
superseded shall not be deemed to constitute a part of this Registration
Statement.
Independent Public Accountants
------------------------------
The financial statements contained in the Company's Form S-1,
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
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Item 4. Description of Securities.
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Certificate of Incorporation permits indemnification to
the fullest extent permitted by Delaware law. The Company's by-laws require the
Company to indemnify any person who was or is an authorized representative of
the Company, and who was or is a party or is threatened to be made a party to
any corporate proceeding, by reason of the fact that such person was or is an
authorized representative of the Company, against expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such third-party proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal third-party proceeding (including any action or investigation which
could or does lead to a criminal third-party proceeding) had no reasonable cause
to believe such conduct was unlawful. The Company shall also indemnify any
person who was or is an authorized representative of the Company and who was or
is a party or is threatened to be made a party to any corporate proceeding by
reason of the fact that such person was or is an authorized representative of
the Company, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such corporate action if such
person acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Registrant unless and only to the
extent that the Delaware Court of Chancery or the court in which such corporate
proceeding was pending shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
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case, such authorized representative is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Such indemnification is mandatory under The Company's by-laws
as to expenses actually and reasonably incurred to the extent that an authorized
representative of the Company had been successful on the merits or otherwise in
defense of any third party or corporate proceeding or in defense of any claim,
issue or matter therein. The determination of whether an individual is entitled
to indemnification may be made by a majority of disinterested directors,
independent legal counsel in a written legal opinion or the stockholders.
Delaware law also permits indemnification in connection with a proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant maintains a directors and officers liability insurance policy.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
Item 8. Exhibits.
--------
Exhibit Numbers Exhibit
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4 Fourth Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of
OraPharma, Inc. (incorporated by reference to
Exhibits 3.1 and 3.2, respectively, to Amendment
No. 1 to OraPharma, Inc.'s Registration Statement
on Form S-1, filed on February 7, 2000)
5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to
the Company
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included
as part of Exhibit 5.1)
24 Power of Attorney (included as part of the
signature page)
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Exhibit Numbers Exhibit
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99.1 OraPharma, Inc. 1996 Stock Option Plan (incorporated by
reference to Exhibit 10.1 to OraPharma, Inc.'s
Registration Statement on Form S-1, filed December 30,
1999
99.2 Amendment to OraPharma, Inc.'s 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to OraPharma, Inc.'s Registration
Statement on Form S-1, filed on February 7, 2000
Item 9. Undertakings.
------------
The undersigned hereby undertakes:
(1) 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 Registration Statement 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) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
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(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 subparagraphs (1)(i) and (1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) 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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and each filing of the OraPharma, Inc. 1996 Stock Option Plan annual report
pursuant to Section 15(d) of the Securities Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Warminster, Commonwealth of Pennsylvania on this 29th day of
June, 2000.
ORAPHARMA, INC.
By: /s/ Michael D. Kishbauch
______________________________________
Name: Michael D. Kishbauch
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by or on behalf of the following persons in the
capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints
Michael D. Kishbauch and James A. Ratigan, and each such officer acting singly,
his true and lawful attorney-in-fact, in his name, place and stead to execute
and cause to be filed with the Securities and Exchange Commission any or all
amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
Name Title Date
---- ----- ----
/s/ Michael D. Kisbauch President, Chief Executive June 29, 2000
----------------------- Officer, and Director
Michael D. Kishbauch (Principal Executive Officer)
/s/ James A. Ratigan Executive Vice President, June 29, 2000
----------------------- Chief Financial Officer and
James A. Ratigan Secretary (Principal Financial
Officer)
/s/ Robert D. Haddow June 29, 2000
----------------------- Controller (Principal
Robert D. Haddow Accounting Officer)
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/s/ James J. Mauzey Director June 29, 2000
----------------------
James J. Mauzey
/s/ Christopher Moller Director June 29, 2000
----------------------
Christopher Moller
/s/ Eileen M. More Director June 29, 2000
----------------------
Eileen M. More
/s/ Harry T. Rein Director June 29, 2000
----------------------
Harry T. Rein
/s/ Seth A. Rudnick Director June 29, 2000
----------------------
Seth A. Rudnick
/s/ David I. Scheer Director June 29, 2000
----------------------
David I. Scheer
/s/ Jesse I. Treu Director June 29, 2000
----------------------
Jesse I. Treu
<PAGE>
INDEX TO EXHIBITS
Exhibit Numbers Exhibit
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4 Fourth Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of
OraPharma, Inc. (incorporated by reference to
Exhibits 3.1 and 3.2, respectively, to Amendment
No. 1 to OraPharma, Inc.'s Registration Statement
on Form S-1, filed on February 7, 2000)
5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to
the Company
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included
as part of Exhibit 5.1)
24 Power of Attorney (included as part of the
signature page)
99.1 OraPharma, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to
OraPharma, Inc.'s Registration Statement on Form
S-1, filed December 30, 1999
99.2 Amendment to the OraPharma, Inc. 1996 Stock Option
Plan (incorporated by reference to Exhibit 10.12
to Amendment No. 1 to OraPharma, Inc.'s
Registration Statement on Form S-1, filed on
February 7, 2000
