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As filed with the Securities and Exchange Commission on May 30, 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
-----------------------------
Maxygen, Inc.
(Exact name of registrant as specified in its charter)
Delaware 77-0449487
(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------------
515 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(Address of principal executive offices)
-----------------------------
1997 STOCK OPTION PLAN
(Full title of the plans)
Russell J. Howard
Chief Executive Officer
MAXYGEN, INC.
515 Galveston Drive
Redwood City, CA 94063
(650) 298-5300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
JULIAN N. STERN
AUGUST J. MORETTI
HELLER EHRMAN WHITE & MCAULIFFE, LLP
2500 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
----------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $0.0001) 1,500,000 shares $39.125 $58,687,500 $15,494
==========================================================================================================================
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(1) This registration statement shall also cover any additional shares of
Maxygen's common stock that become issuable under the 1997 Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without Maxygen's receipt of
consideration that results in an increase in the number of Maxygen's
outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price for
the unissued stock options are based upon the average of the high and low
prices of Maxygen's common stock as reported on the Nasdaq National Market
on May 26, 2000.
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EXPLANATORY NOTE
This registration statement on Form S-8 is being filed for the purpose of
registering an additional 1,500,000 shares of Maxygen common stock to be issued
pursuant to Maxygen's 1997 Stock Option Plan (the "1997 Plan"), as amended.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8, NO. 333-93423
The contents of the registration statement on Form S-8, No. 333-93423 filed
with the Securities and Exchange Commission on December 22, 1999 relating to the
1997 Plan are incorporated by reference herein with such modifications as are
set forth below.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock being registered hereby will be
passed upon for Maxygen by Heller Ehrman White & McAuliffe, LLP, Menlo Park,
CA. Heller Ehrman White & McAuliffe, LLP, certain of its employees and HEWM
Investors, an entity affiliated with Heller Ehrman White & McAuliffe, LLP,
beneficially own 27,000 shares of Maxygen common stock. Julian N. Stern, the
sole shareholder of a professional corporation that is a partner of Heller
Ehrman White & McAuliffe and Secretary of Maxygen beneficially owns 62,702
shares of Maxygen common stock.
EXHIBITS
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<CAPTION>
Exhibit
Number
<C> <S>
5.1 Opinion of Heller Ehrman White & McAuliffe, LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe, LLP (included in Exhibit 5.1)
24 Power of Attorney (included on the signature page)
99.1 1997 Stock Option Plan, as amended
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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 Redwood City, CA, on May 30, 2000.
Maxygen, Inc.
By: /s/ Russell J. Howard
-------------------------------------
Russell J. Howard
Chief Executive Officer
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints Russell J. Howard and Simba Gill, 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 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 the
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 the 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, 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/ Russell J. Howard Chief Executive Officer and Director May 30, 2000
------------------------------ (Principal Executive Officer)
Russell J. Howard
/s/ Simba Gill President and Chief Financial Officer May 30, 2000
------------------------------ (Principal Financial and Accounting
Simba Gill Officer)
/s/ Isaac Stein Director May 30, 2000
------------------------------
Isaac Stein
/s/ Robert J. Glaser Director May 30, 2000
------------------------------
Robert J. Glaser
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<TABLE>
<S> <C> <C>
/s/ M.R.C. Greenwood Director May 30, 2000
------------------------------
M.R.C. Greenwood
/s/ Adrian Hennah Director May 30, 2000
------------------------------
Adrian Hennah
/s/ Gordon Ringold Director May 30, 2000
------------------------------
Gordon Ringold
/s/ George Poste Director May 30, 2000
------------------------------
George Poste
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EXHIBIT INDEX
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<CAPTION>
Exhibit Sequential Page
Number Description Numbers
<C> <S> <C>
5.1 Opinion of Heller Ehrman White & McAuliffe, LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe, LLP (included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
99.1 1997 Stock Option Plan, as amended
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