<PAGE>
As filed with the Securities and Exchange Commission on June 30, 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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INTRABIOTICS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3200380
(State of Incorporation) (I.R.S. Employer Identification No.)
1255 TERRA BELLA AVENUE
MOUNTAIN VIEW, CA 94043
(650) 526-6800
(Address of principal executive offices)
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
KENNETH J. KELLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTRABIOTICS PHARMACEUTICALS, INC.
1255 TERRA BELLA AVENUE
MOUNTAIN VIEW, CA 94043
(650) 526-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT L. JONES
LAURA BEREZIN
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Share Aggregate Offering Price
Registered Registered (1) (1) Amount of Registration Fee
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<S> <C> <C> <C> <C>
Common Stock (par value
$.001) 8,954,886 $1.5857-$23.75 $131,910,062 $34,825
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</TABLE>
(1) 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 are based upon (a) the weighted average exercise price
for shares subject to outstanding options granted pursuant to IntraBiotics
Pharmaceuticals, Inc.'s (the "Company") (i) Amended and Restated 1995 Stock
Option Plan and (ii) 2000 Equity Incentive Plan and (b) the average of the
high and low prices of the Company's Common Stock on June 26, 2000 as
registered on the Nasdaq National Market.
<PAGE>
The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
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Offering Price Per Aggregate Offering
Securities Number of Shares Share Price
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<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under the
Amended and Restated 1995 Stock
Option Plan 3,454,886 $1.5864(1)(a) $5,480,832
----------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options under
the 2000 Equity Incentive
Plan 380,000 $12.7085(1)(a) $4,829,230
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Shares issuable pursuant
to the 2000 Equity Incentive
Plan 4,620,000 $23.75(1)(b) $109,725,000
----------------------------------------------------------------------------------------------------
Shares issuable pursuant to
the 2000 Employee Stock Purchase
Plan 500,000 $23.75(1)(b) $11,875,000
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Proposed Maximum Offering Price $131,910,062
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Registration Fee $34,825
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</TABLE>
1.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by IntraBiotics Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on March 27, 2000
(No. 333-95461).
(b) The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2000, filed May 12, 2000.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed March 17, 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
(No. 0-29993)
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
Not Applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors
and executive officers, and permit the Company to indemnify its other
officers, employees and other agents, to the extent permitted by Delaware
law. Under the Company's By-laws, indemnified parties are entitled to
indemnification for negligence, gross negligence and otherwise to the fullest
extent permitted by law. The By-laws also require the Company to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain
provisions which are in some respects broader than the specific
indemnification provisions contained in Delaware law. The Company also
maintains an insurance policy for its directors and executive officers
insuring against certain liabilities arising in their capacities as such.
2.
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EXHIBITS
EXHIBIT
NUMBER
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Amended and Restated Bylaws of the Company.
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* Amended and Restated 1995 Stock Option Plan and related documents
99.2* 2000 Equity Incentive Plan and related documents
99.3* 2000 Employee Stock Purchase Plan and related offering documents.
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* Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (333-95461), filed with the SEC on January 27,
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.
(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.
3.
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(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.
4.
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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 Mountain View, State of California, on June 28,
2000.
INTRABIOTICS PHARMACEUTICALS, INC.
By /s/ Kenneth J. Kelley
---------------------------------
Kenneth J. Kelley
Title: President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth J. Kelley and Russell L.
Hughes 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Kenneth J. Kelley
------------------------------ President, Chief Executive Officer June 28, 2000
Kenneth J. Kelley and Director (Principal Executive
Officer)
/s/ Russell L. Hughes
------------------------------ Controller (Principal Financial June 28, 2000
Russell L. Hughes Officer and Accounting Officer)
/s/ Jane E. Shaw
------------------------------ Director June 28, 2000
Jane E. Shaw
5.
<PAGE>
/s/ Michael F. Bigham
------------------------------ Director June 28, 2000
Michael F. Bigham
/s/ Fritz Buhler
------------------------------ Director June 29, 2000
Fritz Buhler
------------------------------ Director June __, 2000
Gary A. Lyons
/s/ Kathleen D. LaPorte
------------------------------ Director June 28, 2000
Kathleen D. LaPorte
------------------------------ Director June __, 2000
Liza Page Nelson
------------------------------ Director June __, 2000
John M. Padfield
------------------------------ Director June __, 2000
Jack S. Remington
</TABLE>
6.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
<S> <C> <C>
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Amended and Restated Bylaws of the Company.
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* Amended and Restated 1995 Stock Option Plan and related documents.
99.2* 2000 Equity Incentive Plan and related documents.
99.3* 2000 Employee Stock Purchase Plan and related documents
</TABLE>
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* Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (333-95461), filed with the SEC on January
27, 2000.
7.
