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As filed with the Securities and Exchange Commission on December 4, 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
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 8731 94-3248524
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
240 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 624-1100
(Address of principal executive offices)
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
JAMES M. GOWER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RIGEL PHARMACEUTICALS, INC.
240 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 624-1100
(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.
SUZANNE SAWOCHKA HOOPER, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION
REGISTERED REGISTERED SHARE (1) (1) FEE
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<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 8,051,358 shares $2.36 - $7.4375 $30,809,084 $8,134
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended. The offering price per share and aggregate
offering price for the unissued stock options and common stock are
based upon the average of the high and low prices of Registrant's
common stock as reported on the Nasdaq National Market System on
November 30, 2000. The offering price per share and aggregate offering
price for the outstanding stock options are based upon the exercise
prices of such options.
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The chart below illustrates the calculation of the registration fee:
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AGGREGATE OFFERING
SECURITIES NUMBER OF SHARES OFFERING PRICE PER SHARE PRICE
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<S> <C> <C> <C>
Shares issuable pursuant to
outstanding stock options under the
2000 Equity Incentive Plan 5,725,828 $2.36 $ 13,512,954
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Shares issuable pursuant to unissued
stock options under the 2000 Equity
Incentive Plan 1,625,530 $7.4375 $ 12,089,880
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Shares issuable pursuant to the 2000
Employee Stock Purchase Plan 400,000 $7.4375 $ 2,975,000
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Shares issuable pursuant to the 2000
Non-Employee Directors' Stock Option
Plan 300,000 $7.4375 $ 2,231,250
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Proposed Maximum Offering Price $ 30,809,084
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Registration Fee $ 8,134
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Rigel Pharmaceuticals, Inc. ("Rigel"
or the "Company") with the Securities and Exchange Commission are incorporated
by reference into this Registration Statement:
(a) The Company's prospectus dated November 28, 2000 filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), on November 29, 2000 (No. 333-45864).
(b) The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A filed October 3, 2000, under
the Securities Exchange Act of 1934, as amended (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.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Cooley Godward LLP, Palo Alto, California, will provide us with an
opinion as to the validity of the common stock offered under this prospectus. As
of the date of this prospectus, certain partners and associates of Cooley
Godward LLP own an aggregate of approximately 78,860 shares of our common stock
through investment partnerships.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware law, our amended and restated certificate of
incorporation provides that no director our will be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:
- for any breach of duty of loyalty to us or to our
stockholders;
- for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- for unlawful payment of dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware
General Corporation Law; or
- for any transaction from which the director derived an
improper personal benefit.
Our amended and restated certificate of incorporation further provides
that we must indemnify our directors and executive officers and may indemnify
our other officers and employees and agents to the fullest extent permitted by
Delaware law. We believe that indemnification under our amended and restated
certificate of incorporation covers negligence and gross negligence on the part
of indemnified parties.
We have entered into indemnification agreements with each of our
directors and certain officers. These agreements, among other things, require us
to indemnify each director and officer for certain expenses including attorneys'
fees, judgements, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of Rigel,
arising out to he person's services as our director or officer, any subsidiary
of ours or any other company or enterprise to which the person provides services
at our request.
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EXHIBITS
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EXHIBIT
NUMBER
<S> <C>
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Amended and Restated Bylaws of the Company.
4.3* Specimen Common Stock Certificate
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1* 2000 Equity Incentive Plan.
99.2* Form of Stock Option Agreement pursuant to the 2000 Equity Incentive
Plan.
99.3* 2000 Employee Stock Purchase Plan and related offering documents.
99.4* 2000 Non-employee Directors' Stock Option Plan.
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* Documents incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (No. 333-45864), originally filed with the SEC on September
15, 2000.
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) 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, and
(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 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 herein.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 South San Francisco, State of California, on December
1, 2000.
RIGEL PHARMACEUTICALS, INC.
By /s/ James M. Gower
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James M. Gower
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Gower and Brian C. Cunningham,
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, 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James M. Gower President, Chief Executive Officer and December 1, 2000
-------------------------------------------- Director
James M. Gower (PRINCIPAL EXECUTIVE OFFICER)
/s/ Brian C. Cunningham
-------------------------------------------- Senior Vice President, Chief Financial December 1, 2000
Brian C. Cunningham Officer, Chief Operating Officer and
Secretary
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
/s/ Donald G. Payan Executive Vice President, Chief December 1, 2000
-------------------------------------------- Scientific Officer and Director
Donald G. Payan
/s/ Jean Deleage Director December 1, 2000
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Jean Deleage
/s/ Alan D. Frazier Director December 1, 2000
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Alan D. Frazier
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<S> <C> <C>
/s/ Walter H. Moos Director December 1, 2000
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Walter H. Moos
/s/ Stephen A. Sherwin Director December 1, 2000
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Stephen A. Sherwin
/s/ Thomas S. Volpe Director December 1, 2000
--------------------------------------------
Thomas S. Volpe
</TABLE>
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
<S> <C>
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Amended and Restated Bylaws of the Company.
4.3* Specimen Common Stock Certificate
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1* 2000 Equity Incentive Plan.
99.2* Form of Stock Option Agreement pursuant to the 2000 Equity Incentive
Plan.
99.3* 2000 Employee Stock Purchase Plan and related offering documents.
99.4* 2000 Non-employee Directors' Stock Option Plan.
</TABLE>
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* Documents incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (No. 333-45864), originally filed with the SEC on September
15, 2000.
