As filed with the Securities and Exchange Commission on December 4, 2000.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADOLOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 620 Pennsylvania Drive 31-1429198
(State of Incorporation) Exton, Pennsylvania 19341 (I.R.S. Employer
(Address of principal Identification No.)
executive offices) (Zip Code)
ADOLOR CORPORATION AMENDED AND RESTATED
1994 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
John J. Farrar, Ph.D.
President and Chief Executive Officer
Adolor Corporation
620 Pennsylvania Drive
Exton, Pennsylvania 19341
(name and address of agent for service)
(484) 595-1500
(Telephone number, including area code, of agent for service)
Copies of all communications to:
James A. Lebovitz, Esquire
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered price per offering fee
registered share(1) price(1)
----------------- ------------- ---------- ---------- -------------
Common Stock 2,440,015
par value $.0001 shares $19.13 $46,677,487 $12,323
per share
</TABLE>
(1) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the Nasdaq National Market
on November 30, 2000, and are used solely for the purpose of
calculating the registration fee in accordance with paragraphs (c)
and (h) of Rule 457 under the Securities Act of 1933
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Adolor Corporation
Amended and Restated 1994 Equity Compensation Plan (the "Plan") as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Those documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Adolor Corporation (the "Registrant") filed or to be
filed with the Securities and Exchange Commission (the "SEC") are incorporated
by reference in this Registration Statement as of their respective dates:
(a) The Registrant's prospectus filed with the SEC on November 15, 2000
pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for its latest fiscal year ended December 31, 1999;
(b) All other reports filed with the SEC pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December 31, 1999;
(c) The description of the Registrant's Common Stock contained in its
registration statement on Form 8-A (File No. 000-30039), filed March 21, 2000,
which incorporates by reference the section entitled "Description of Capital
Stock" in its registration statement on Form S-1 (File No. 333-96333), filed
February 8, 2000, as amended from time to time, and including any amendment or
report filed for the purpose of updating such description; and
(d) All documents subsequently filed with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, but prior to
the filing with the SEC of a post-effective amendment to this registration
statement that indicates that all shares of Common Stock registered on this
registration statement have been sold or deregisters the balance of such shares
then remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be a part of this registration statement from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Registrant's Common Stock offered hereby will be passed upon
by the Dechert law firm of Philadelphia, Pennsylvania. Dechert beneficially owns
40,000 shares of the Registrant's Common Stock. Attorneys associated with
Dechert who provided legal advice in connection with this offering beneficially
own an aggregate of 15,866 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporate Law of the State of Delaware, Adolor
Corporation has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Adolor Corporation's bylaws also provide for mandatory
indemnification of its directors and executive officers, and permissive
indemnification of its employees and agents, to the fullest extent permissible
under Delaware law. Adolor Corporation's certificate of incorporation provides
that the liability of its directors for monetary damages shall be eliminated to
the fullest extent permissible under Delaware law. Pursuant to Delaware law,
this includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to Adolor Corporation and its stockholders.
These provisions do not eliminate the directors' duty of care and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Adolor Corporation, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
Adolor Corporation has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith and are incorporated by reference as
part of this Registration Statement:
4.1 Articles of Incorporation of the Registrant, which are incorporated
herein by reference to its registration statement on Form S-1 (File
No. 333-96333), filed with the SEC on October 10, 2000.
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<PAGE>
4.2 Bylaws of the Registrant, which are incorporated herein by reference
to our registration statement on Form S-1 (File No.333-96333), filed
with the SEC on March 13, 2000.
5.1 Opinion of Dechert
23.1 Consent of Independent Auditors
23.2 Consent of Dechert (contained in the opinion filed as Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney (set forth on signature page of this Registration
Statement).
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
-------------------------------------
The undersigned Registrant 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 of 1933;
(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;
(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 (i) and (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 with or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination
of the offering.
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<PAGE>
Undertakings required by Item 512(b)
of Regulation S-K
------------------------------------
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 15(d) of the Exchange Act (and 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 therein and the offering of such securities at that time shall be deemed
to be initial bona fide offering thereof.
Undertakings required by Item 512(h)
of Regulation S-K
------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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
of 1933 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Exton, State of Pennsylvania, on December 4, 2000.
ADOLOR CORPORATION
By: /s/ John J. Farrar
-----------------------
John J. Farrar, Ph.D.
President, Chief Executive
Officer and Director
(Principal Executive Director)
By: /s/ Peter J. Schied
-----------------------
Peter J. Schied
Vice President, Chief
Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John. J. Farrar, Ph.D. and Peter J. Schied and each of
them, as such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
under the Securities Act of 1933, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement and the foregoing Power of
Attorney have been signed by the following persons in the capacities and on the
date indicated.
By: /s/ Frank Baldino, Jr.
--------------------------
Frank Baldino, Jr.
Director
Date: December 4, 2000
5
<PAGE>
By:
------------------------
Ellen M. Feeney
Director
By: /s/ Paul Goddard
------------------------
Paul Goddard
Director
Date: December 4, 2000
By: /s/ David M. Madden
------------------------
David M. Madden
Director
Date: December 4, 2000
By: /s/ C. Christopher Moller
------------------------
C. Christopher Moller
Director
Date: December 4, 2000
By: /s/ Robert T. Nelsen
------------------------
Robert T. Nelsen
Director
Date: December 3, 2000
By: /s/ Claude H. Nash
------------------------
Claude H. Nash
Director
Date: December 4, 2000
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EXHIBIT INDEX
--------------
Exhibit No. Document
---------- --------
4.1 Articles of Incorporation of the Registrant, which are
incorporated herein by reference to its registration
statement on Form S-1 (File No. 333-96333), filed with the
SEC on October 10, 2000.
4.2 Bylaws of the Registrant, which are incorporated herein by
reference to its registration statement on Form S-1 (File
No. 333-96333), filed with the SEC on March 13, 2000.
5.1 Opinion of Dechert
23.1 Consent of Independent Auditors
23.2 Consent of Dechert (contained in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
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