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Registration No. 333-__________
As filed with the Securities and Exchange Commission
on July 22, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PharmaKinetics Laboratories, Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-1067519
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
302 West Fayette Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices)
PharmaKinetics Laboratories, Inc.
Amended and Restated 1996 Non-Employee
Directors Stock Option Plan
(Full title of the plan)
Copies to:
James K. Leslie Melissa Allison Warren, Esquire
President and Ober, Kaler, Grimes & Shriver
Chief Executive Officer 120 E. Baltimore Street
302 West Fayette Street Baltimore, Maryland 21202
Baltimore, Maryland 21201 (410) 685-1120
(410) 385-4500
(Name, address and telephone
number of agent for service)
________________CALCULATION OF REGISTRATION FEE_________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
__________ __________ _________ ______________ ______
(1) (2) (2)
Common 200,000 $4.625 $925,000.00 $273.00
Stock shares
$.005 par value
_________________________________________________________________
(1) Together with such indeterminate number of additional shares
as may be issuable to avoid dilution as the result of a
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stock split, stock dividend or similar adjustment of the
Common Stock pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of determining the
registration fee. The proposed maximum offering price per
share is based on the mean of the bid and asked prices for
the Registrant's Common Stock, $.005 par value on July 20,
1998 as reported by the National Quotation Bureau.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as
amended.
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Part II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997 (Commission File No. 0-11580).
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1997, December 31, 1997 and
March 31, 1998 (Commission File No. 0-11580).
(c) The Registrant's Current Reports on Form 8-K filed with
the Commission on November 7, 1997, January 7, 1998 and April 21,
1998 (Commission File No. 0-11580).
(d) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since
the end of the fiscal year for which financial statements were
included in the report referred to in (a) above.
(e) The description of the Registrant's Common Stock,
$0.001 par value, contained in the registration statement for
such class of securities filed under Section 12 of the Securities
Exchange Act of 1934, as amended, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby 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 hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable. The class of securities covered by this
Registration Statement are registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Neither the counsel nor auditors named below have an
interest in the Registrant.
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The legality of the shares of Common Stock of the Registrant
to which this Registration Statement relates has been passed upon
by Ober, Kaler, Grimes & Shriver, 120 East Baltimore Street,
Baltimore, Maryland 21202.
The balance sheets as of June 30, 1997 and 1996 and the
statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1997
incorporated by reference in this Registration Statement have
been incorporated herein by reference in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a corporation may indemnify any
director or officer made party to a civil, criminal,
administrative or investigative actions, suit or proceeding by
reason of service in the capacity of a director or officer,
against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with such proceeding, unless it
is proved that (a) the act or omission for which the director or
officer seeks indemnification was material to the matter giving
rise to the action, suit or proceeding and either was committed
in bad faith or was the result of active and deliberate
dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c)
in the case of a criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was
unlawful. If the proceeding is a derivative suit in favor of the
corporation, indemnification may not be made in any proceeding in
which the director or officer is adjudged to be liable to the
corporation. The statute also provides for indemnification of
directors and officers by court order.
In connection with services rendered in administering the
Plan, members of the Board of Directors of the Registrant,
including members of a committee to whom responsibility may be
delegated under the Plan, will be entitled to indemnification to
the extent permitted in the Registrant's Charter. The
Registrant's Charter provides for indemnification of any person
who is serving or has served as a director or officer of the
Registrant, against all liabilities and expenses incurred in
connection with any action, suit or proceeding arising out of
such service to the full extent permitted under Maryland law.
The Registrant maintains officers' and directors' liability
insurance in the amount of $2,000,000.
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Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement (numbering corresponds
to Exhibit Table in Item 601 of Regulation S-K):
4.1 PharmaKinetics Laboratories, Inc. Amended and
Restated 1996 Non-Employee Directors Stock Option
Plan.
4.2 Form of Stock Option Agreement.
5 Opinion of Ober, Kaler, Grimes & Shriver as to the
legality of the securities registered hereunder,
including the consent of that firm.
23.1 Consent of Ober, Kaler, Grimes & Shriver
(incorporated herein by reference to Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (located in the signature pages).
Item 9. 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 of 1933, as amended;
(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; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
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provided, however, that paragraphs (1)(a)(i) and
(1)(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 Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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.
(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 of
1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, 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
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant,
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,
as amended, 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 of 1933,
as amended, 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 Baltimore, State of
Maryland, on the 20th day of July, 1998.
PHARMAKINETICS LABORATORIES, INC.
By:/s/James K. Leslie
-----------------------
James K. Leslie
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
makes, constitutes and appoints James K. Leslie to sign for such
person and in such person's name and capacity indicated below,
any and all amendments to this Registration Statement, including
any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
Name Title Date
------ ------- ------
/s/Leslie B. Daniels Director July 20, 1998
- --------------------
Leslie B. Daniels
/s/David Kauffmann Director July 20, 1998
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David Kauffmann
/s/Thomas F. Kearns Director July 20, 1998
- --------------------
Thomas F. Kearns
/s/Taryn L. Kunkel Vice President July 20, 1998
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Taryn L. Kunkel
(Principal Financial
and Accounting Officer)
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/s/James K. Leslie President July 20, 1998
- -------------------- Chief Executive
James K. Leslie Officer and
(Principal Executive Officer) Director
/s/Kamal K. Midha Director July 20, 1998
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Kamal K. Midha, Ph.D., D.Sc.
/s/John J. Thebault Director July 20, 1998
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John J. Thebault
/s/Roger C. Thies Director July 20, 1998
- --------------------
Roger C. Thies
/s/Grover C. Wrenn Director July 20, 1998
- --------------------
Grover C. Wrenn
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EXHIBIT INDEX
Exhibit No. Description
4.1 PharmaKinetics Laboratories, Inc. Amended and
Restated 1996 Non-Employee Directors Stock Option
Plan
(Incorporated by reference to Exhibit 10.1(d) of
the registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997, filed
February 17, 1998)
4.2 Form of Stock Option Agreement
5 Opinion of Ober, Kaler, Grimes & Shriver
23.1 Consent of Ober, Kaler, Grimes & Shriver
(Incorporated by reference to Exhibit 5 herewith)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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EXHIBIT 4.2
PHARMAKINETICS LABORATORIES, INC.
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
FOR
----------------------------
(Name of Recipient)
We are pleased to advise you that PharmaKinetics
Laboratories, Inc. (the "Company") hereby grants to you, subject
to your acceptance which shall be indicated by your execution of
this Agreement below, an option to purchase, pursuant to the
Company's 1996 Non-Employee Directors Stock Option Plan (the
"Plan"), ______ shares of the Company's Common Stock, $.005 par
value each (the "Shares"), at $____ per share. The Effective
Date of the Grant of the option provided hereby shall for all
purposes be _________, ____. Options granted under the Plan are
intended to be granted to directors of the Corporation who are
not officers or other salaried employees of the Corporation or
any subsidiary corporation thereof within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the
"Code") (the "Non-Employee Directors" or "Optionee").
The stock option is subject in all respects to the
applicable provisions of the Plan, a complete copy of which has
been furnished to you and receipt of which you acknowledge by
acceptance of this option. Such provisions are incorporated
herein by reference and made a part hereof.
In addition to the terms, conditions and restrictions set
forth in the Plan, all terms, conditions and restrictions set
forth in this Agreement, including the following, are applicable
to the option grant as evidenced hereby:
(1) In the event that, at the time of issuance of the
Shares to you pursuant to exercise of the option
provided by this Agreement there shall not be in effect
a current registration statement under the Securities
Act of 1933, as amended (the "Act"), with respect to
such issuance, you shall, prior to issuance of the
Shares to you, (a) represent to the Company, in form
satisfactory to counsel for the Company, that you are
acquiring the Shares for your own account and not with
a view to the resale or distribution thereof, and (b)
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agree that none of the Shares issued to you pursuant to
exercise of the option provided hereby may be sold,
transferred or otherwise disposed of unless: (i) a
registration statement under the Act shall be effective
at the time of disposition with respect to the Shares
sold, transferred or otherwise disposed of; (ii) the
Company shall have received an opinion of counsel or
other information and representations, satisfactory to
it to the effect that registration under the Act is not
required by reason of Rule 144 under the Act or
otherwise; or (iii) a "no-action" letter shall have
been received from the staff of the Securities and
Exchange Commission to the effect that such sale,
transfer or other disposition may be made without
registration.
(2) This option shall be exercisable in four
installments of _______ thousand (__,___) shares
over each of the next four (4) years as follows:
(i) The first installment of _______ thousand (__,___)
shares shall vest on the Effective Date of
the Grant (___________, ____).
(ii) Thereafter, on the date of each of the next three
(3) annual meetings of stockholders at which
elections to the Board are conducted (each, an
"Annual Meeting"), an installment of _______
thousand (__,___) shares shall vest if you are
reelected to the Board.
(iii) To the extent not exercised, installments shall
accumulate and be exercisable by you, in
whole or in part, in any subsequent period but not
after the expiration of ten (10) years from the
Effective Date of the Grant of the option. The
option will expire at the close of business on
__________, ____.
(3) Subject to the terms and conditions set forth in this
Agreement and in the Plan, the stock option
shall be exercised by written notice to the Company at
302 West Fayette Street, Baltimore, Maryland 21201, to
the attention of the Board as described in the attached
Plan.
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(4) Any notice to be given to the Company shall be in
writing and either hand delivered or mailed to
the attention of the Board. If mailed it shall be
addressed to the Secretary of the Company at 302 West
Fayette Street, Baltimore, Maryland 21201. Any notice
given to you shall be addressed to you at your address
as reflected in the personnel records of the Company.
Either party hereto may hereafter designate a new
notice address by like notice to the other. Notice
shall be deemed to have been duly delivered when hand
delivered or, if mailed, on the day such notice is
postmarked.
(5) This Stock Option Agreement shall be governed by and
construed in accordance with the laws of the State of
Maryland.
PHARMAKINETICS LABORATORIES, INC.
By: ____________________________(Seal)
In order to indicate your acceptance of the stock option granted
by this Agreement, subject to the restrictions and upon the terms
and conditions set forth above and in the Plan, please execute
and immediately return to the Secretary of the Company the
enclosed duplicate original of this Agreement.
ACCEPTED AND AGREED TO:
________________________(Seal)
Signature
________________________
Date
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EXHIBIT 5
July 20, 1998
PharmaKinetics Laboratories, Inc.
302 West Fayette Street
Baltimore, Maryland 21201
Re: PharmaKinetics Laboratories, Inc. Amended
and Restated 1996 Non-Employee Directors
Stock Option Plan - Registration Statement
on Form S-8 for 200,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for PharmaKinetics Laboratories,
Inc. (the "Company") in connection with the registration under
the Securities Act of 1933, as amended, (the "Act") on Form S-8
of 200,000 shares of the Company's Common Stock, $.005 par value
(the "Shares"), to be issued under the PharmaKinetics
Laboratories, Inc. Amended and Restated 1996 Non-Employee
Directors Stock Option Plan (the "Option Plan"). As such
counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering
this opinion.
Based on the foregoing, it is our opinion that the Shares
reserved for issuance under the Option Plan have been duly and
validly authorized and upon the issuance and delivery of the
Shares in the manner and for the consideration described under
such Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to PharmaKinetics Laboratories, Inc.'s Registration
Statement on Form S-8, and we consent to the use of our name
under the heading "Interests of Named Experts and Counsel." In
giving such consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Ober, Kaler, Grimes & Shriver
---------------------------------
OBER, KALER, GRIMES & SHRIVER,
a Professional Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of PharmaKinetics Laboratories, Inc. on
Form S-8 of our report dated August 14, 1997, on our audits of
the financial statements and financial statement schedule of
PharmaKinetics Laboratories, Inc. as of June 30, 1997 and 1996,
and for the years ended June 30, 1997, 1996 and 1995, which
report is included in PharmaKinetics Laboratories, Inc.'s Annual
Report on Form 10-K.
We also consent to the reference to our firm under the
captions "Interests of Named Experts and Counsel".
/s/PricewaterhouseCoopers LLP
-----------------------------
PRICEWATERHOUSECOOPERS LLP
Baltimore, Maryland
July 20, 1998
