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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1655029
(State of Incorporation) (I.R.S. Employer Identification No.)
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7000 NORTH BROADWAY, SUITE 400
DENVER, COLORADO 80221
(Address of principal executive offices)
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2000 STOCK INCENTIVE COMPENSATION PLAN
1995 STOCK OPTION PLAN
(Full title of the plans)
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STEPHEN J. HOFFMAN, PH.D., M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALLOS THERAPEUTICS, INC.
7000 NORTH BROADWAY, SUITE 400
DENVER, COLORADO 80221
(303) 426-6262
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
STEVEN E. SEGAL, ESQ.
MARC H. GRABOYES, ESQ.
COOLEY GODWARD LLP
ONE TABOR CENTER
1200 SEVENTEENTH STREET, SUITE 2100
DENVER, COLORADO 80202
(303) 606-4800
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 2,583,183 shares $4.10 $10,602,440 $2,800
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). The price
per share and aggregate offering price are based upon (i) the weighted
average exercise price for shares subject to options previously granted
under the Registrant's 1995 Stock Option Plan and 2000 Stock Incentive
Compensation Plan pursuant to Rule 457(h)(1) under the Securities Act,
and (b) for shares granted after the date hereof, the average of the
high and low prices of the Registrant's Common Stock on June 2, 2000,
as reported on The Nasdaq Stock Market (National Market). The following
chart illustrates our calculation of the registration fee:
<TABLE>
<CAPTION>
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TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Shares issuable pursuant to
options outstanding under the
1995 Stock Option Plan 1,825,483 $1.45(a) $2,646,950
Shares issuable pursuant to
options outstanding under the
2000 Stock Incentive
Compensation Plan 1,000 $10.14(a) $10,140
Shares issuable upon exercise
of options available for
grant under the 2000 Stock 756,700 $10.50(b) $7,945,350
Incentive Compensation Plan
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</TABLE>
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(a) Based on the weighted average exercise price of options outstanding.
(b) Based on the proposed maximum offering price of the Registrant's
securities computed in accordance with Rule 457(h) under the Securities
Act.
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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 Allos Therapeutics, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) The Registrant's Prospectus dated March 27, 2000 filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-29815)
for the fiscal quarter ended March 31, 2000.
(c) All reports and other documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered hereby have been sold or
which deregisters all such securities then remaining unsold.
(d) The description of the Company's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-29815) filed under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Registration Statement
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 or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
DESCRIPTION OF SECURITIES
Not Applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Certificate of Incorporation
limits the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors except liability for breach of their duty of loyalty to the
corporation or its stockholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, unlawful payments
of dividends or unlawful stock repurchases or redemptions, or any transaction
from which the director derived an improper personal benefit. Such limitation of
liability does not apply to liabilities arising under the federal or state
securities laws and does not affect the availability of equitable remedies such
as ijunctive relief or rescission.
The Registrant's Bylaws provide that it shall indemnify its directors,
officers, employees and other agents to the fullest extent permitted by law. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. The
Registrant's Bylaws also permit it to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Bylaws permit such
indemnification.
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The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to the indemnification provided for in its
Bylaws. These agreements, among other things, indemnify the Registrant's
directors and executive officers for certain expenses including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, services as a director, officer, employee, agent or
fiduciary of the Registrant, any of its subsidiaries or any other company or
enterprise to which the person provides services at the Registrant's request.
The Registrant believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.02 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-95439)).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.04 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
4.3 Specimen stock certificate (incorporated by reference to Exhibit
4.01 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
5.1 Opinion of Cooley Godward LLP .
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 5).
99.1 1995 Stock Option Plan (incorporated by reference to Exhibit
10.11 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
99.2 2000 Stock Incentive Compensation Plan.
</TABLE>
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
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offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) 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.
(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 with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference herein.
(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 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 Denver, State of Colorado on June 5, 2000.
ALLOS THERAPEUTICS, INC.
By: /s/ STEPHEN J. HOFFMAN
-----------------------------------
Stephen J. Hoffman, Ph.D., M.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen J. Hoffman and Michael E. Hart,
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.
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ STEPHEN J. HOFFMAN President, Chief Executive Officer May 31, 2000
-------------------------------- and Director (Principal Executive
Stephen J. Hoffman, Ph.D., M.D. Officer)
/s/ MICHAEL E. HART Chief Financial Officer and Senior May 31, 2000
-------------------------------- Vice President, Operations
Michael E. Hart (Principal Financial and Accounting
Officer)
/s/ DONALD J. ABRAHAM Director May 31, 2000
--------------------------------
Donald J. Abraham, Ph.D.
/s/ STEPHEN K. CARTER Director May 25, 2000
--------------------------------
Stephen K. Carter, M.D.
/s/ ROBERT E. CURRY Director May 31, 2000
--------------------------------
Robert E. Curry, Ph.D.
/s/ MARK G. EDWARDS Director May 23, 2000
--------------------------------
Mark G. Edwards
/s/ JOHN FREUND Director May 31, 2000
--------------------------------
John Freund, M.D.
/s/ HINGGE HSU Director May 31, 2000
--------------------------------
Hingge Hsu, M.D.
/s/ MARVIN E. JAFFE Director May 31, 2000
--------------------------------
Marvin E. Jaffe, M.D.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.02 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-95439)).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.04 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
4.3 Specimen stock certificate (incorporated by reference to Exhibit
4.01 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 5).
99.1 1995 Stock Option Plan (incorporated by reference to Exhibit
10.11 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95439)).
99.2 2000 Stock Incentive Compensation Plan.
</TABLE>
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