Registration No. 333-____________________
As filed with the Securities and Exchange Commission on February 24, 2000.
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 of Incorporation) (IRS Employer Identification No.)
302 WEST FAYETTE STREET
BALTIMORE, MARYLAND 21201
(Address of Principal Executive Offices)
PHARMAKINETICS LABORATORIES, INC.
1996 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
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Copies to:
James M. Wilkinson, II, Ph.D. Melissa Allison Warren, Esquire
President and Chief Executive Officer Ober, Kaler, Grimes & Shriver
302 West Fayette Street 120 East Baltimore Street
Baltimore, Maryland 21201 Baltimore, Maryland 21202
(410) 385-4500 (410) 347-7684
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
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Common Stock 150,000 shares $1.03125 $154,687.50 $264.00
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(1) Together with such indeterminate number of additional shares as may be
issuable to avoid dilution as the result of a stock split, stock dividend or
similar adjustment of the Common Stock pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated pursuant to Rule 457(h)(l) solely for the basis of calculating the
registration fee, based on the average of the high and low price as reported by
the OTC Bulletin Board on February 18, 2000.
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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This registration statement is filed for the purpose of registering 150,000
additional shares of the common stock of PharmaKinetics Laboratories, Inc. for
issuance under the PharmaKinetics Laboratories, Inc. 1996 Incentive Stock Option
Plan. The registrant filed a registration statement on Form S-8 relating to that
stock option plan on January 15, 1997, registration no. 333-19865. The contents
of such earlier registration statement are incorporated herein by reference
pursuant to General Instruction E of Form S-8.
The opinion and consent of Ober, Kaler, Grimes & Shriver and the consent of
PricewaterhouseCoopers LLP are filed herewith as exhibits:
Exhibit 5 Opinion of Ober, Kaler, Grimes & Shriver as to the legality of
the Common Stock registered hereunder
Exhibit 23.1 Consent of Ober, Kaler, Grimes & Shriver (contained in the
opinion included as Exhibit 5).
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
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SIGNATURES
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 Baltimore and the State of Maryland, this 23rd day of
February, 2000.
PHARMAKINETICS LABORATORIES, INC.
By: /s/ James M. Wilkinson, II
------------------------------
James M. Wilkinson, II, Ph.D.
President and Chief Executive Officer
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 date indicated:
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Name Title Date
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/s/ James M. Wilkinson, II President and Chief Executive Officer February 23, 2000
- -------------------------- (Principal Executive Officer)
James M. Wilkinson, II, Ph.D. and Director
/s/ Leslie B. Daniels Director February 23, 2000
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Leslie B. Daniels
/s/ Thomas F. Kearns, Jr. Director February 23, 2000
- ----------------------------------
Thomas F. Kearns. Jr.
/s/ Kamal Midha, Ph.D. Director February 23, 2000
- ----------------------------------
Kamal Midha, Ph.D.
/s/ Roger C. Thies Director February 23, 2000
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Roger C. Thies
/s/ Taryn L. Kunkel Vice President February 23, 2000
- --------------------------------- (Principal Financial and
Taryn L. Kunkel Accounting Officer)
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EXHIBIT INDEX
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Exhibit
No. Description
- --- -----------
5 Opinion of Ober, Kaler, Grimes & Shriver
23.1 Consent of Ober, Kaler, Grimes & Shriver (contained
within Exhibit 5 filed herewith)
23.2 Consent of PricewaterhouseCoopers LLP,
Independent Accountants
3
EXHIBIT 5
February 15, 2000
PharmaKinetics Laboratories, Inc.
302 West Fayette Street
Baltimore, Maryland 21201
Re: PharmaKinetics Laboratories, Inc. 1996 Incentive
Stock Option Plan - Registration Statement on Form
S-8 for 150,000 Additional 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, on Form S-8 of 150,000 shares of the Company's Common Stock, $.005
par value (the "Shares"), to be issued under the PharmaKinetics Laboratories,
Inc. 1996 Incentive Stock Option Plan (the "Incentive Option Plan"). As such
counsel, we have examined the Company's registration statement filed on Form S-8
on January 15, 1997, the Company's registration statement on Form S-8 to which
this opinion is an exhibit, the charter and bylaws of the Company, the Incentive
Option Plan and such corporate proceedings of the Company as we have deemed
appropriate, and we have made such other legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion.
In such examination, we have assumed without independent verification
the genuineness of all signatures, the authenticity of all documents submitted
to us originals, the conformity to original documents of documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to all questions of fact material to this opinion that
have not been independently established, we have relied upon certificate or
comparable documents of officers of the Company, and have relied upon the
accuracy and completeness of the relevant facts therein without independent
verification.
Based on the foregoing and subject to the qualifications stated herein,
we are of the opinion that the Shares reserved for issuance under the Incentive
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
the Incentive Option Plan, the Shares will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name therein. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
Very truly yours,
/s/ Ober, Kaler, Grimes & Shriver,
a Professional Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 13, 1999, except for the third
paragraph of Note G, as to which the date is September 13, 1999, relating to the
financial statements and financial statement schedules of PharmaKinetics
Laboratories, Inc., which appears in PharmaKinetics Laboratories, Inc.'s Annual
Report on Form 10-K for the year ended June 30, 1999.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 22, 2000
