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As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALZA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0142070
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Identification No.)
Organization)
950 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303-0802 (650) 494-5000
(Address of Principal Executive Offices)
SEQUUS 1987 EMPLOYEE STOCK OPTION PLAN
SEQUUS 1987 CONSULTANT STOCK OPTION PLAN
SEQUUS 1990 DIRECTOR STOCK OPTION PLAN
SEQUUS EQUITY INCENTIVE PLAN
SEQUUS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Bruce C. Cozadd
Senior Vice President and Chief Financial Officer
ALZA Corporation
950 Page Mill Road
P.O. Box 10950
Palo Alto, California 94303-0802
(Name and Address of Agent For Service)
(650) 494-5000
(Telephone Number, Including Area Code, of Agent For Service)
With copy to:
Peter D. Staple
Senior Vice President and General Counsel
ALZA Corporation
950 Page Mill Road
P.O. Box 10950
Palo Alto, California 94303-0802
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount Proposed Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Price Registration
to be Registered Registered per Share(1) Fee
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<S> <C> <C> <C> <C>
Common Stock $0.01 par value 1,550,000 $51.50 $79,825,000 $22,191.35
=================================================================================================================
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by ALZA Corporation
("ALZA") with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference in this Registration Statement:
(a) ALZA's Annual Report on Form 10-K and 10-K/A for the fiscal year
ended December 31, 1997;
(b) ALZA's Quarterly Report on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998;
(c) ALZA's Current Report on Form 8-K dated October 4, 1998;
(d) The description of the Common Stock contained in ALZA's
registration statement on Form 8-A, filed May 14, 1992, under the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or reports filed for the purpose of
updating such description; and
(e) ALZA's Registration Statement on Form S-4 filed on February 11,
1999 relating to the merger of Argyle Acquisition Corp., a
wholly-owned subsidiary of ALZA, with and into SEQUUS
Pharmaceuticals, Inc., which merger was completed on March 16,
1999.
All documents subsequently filed by ALZA pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 that 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Peter D. Staple, ALZA's General Counsel, owns 2,355 shares of Common
Stock and options to purchase 135,000 shares of Common Stock, of which 95,000
are exercisable within 60 days of March 15, 1999. In addition, Mr. Staple owns
14,000 shares of restricted stock which vest on August 12, 2002.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of his or her fiduciary duty as a director, except in the case where the
director breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. ALZA's Certificate of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at its request in
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such capacity in another corporation or business association against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
In addition, Article 9 of ALZA's Certificate of Incorporation provides
as follows:
Limitation of Liability and Indemnification of Directors.
(a) Elimination of Certain Liability of Directors. No director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
(b) Indemnification and Insurance.
(1) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), because he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (including service
with respect to employee benefit plans), whether the basis of the
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than that law permitted the corporation to provide before such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, penalties, fines, Employee Retirement Income Security Act
of 1974 excise taxes or penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. Such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators. The right to indemnification
conferred by this Section shall be a contract right which may not be
retroactively amended and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service
with respect to an employee benefit plan) in advance of the final
disposition of the proceeding shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if ultimately it shall be determined that
such director or officer is not entitled to be indemnified under this
Section or otherwise. The corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the
corporation with the same scope and effect as the indemnification of
directors and officers.
(2) Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of
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this Certificate of Incorporation, bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
(3) Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.
ALZA has purchased directors and officers liability insurance which would
indemnify the directors and officers of ALZA against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5 Opinion of General Counsel of ALZA
10.1 SEQUUS 1987 Employee Stock Option Plan (1)
10.2 SEQUUS 1987 Consultant Stock Option Plan (1)
10.3 SEQUUS 1990 Director Stock Option Plan and Equity Incentive
Plan (1)
10.4 SEQUUS Amended and Restated Employee Stock Purchase Plan
(2)
10.5 SEQUUS Equity Incentive Plan (2)
23.1 Consent of General Counsel of ALZA (filed as part of
Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (pages II-5 and II-6)
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(1) Incorporated by reference to SEQUUS's Annual Report on Form 10-K
(file number 000-15847) filed April 1, 1996.
(2) Incorporated by reference to SEQUUS's Registration Statement on
Form S-8 (file number 333-45697) filed on February 5, 1998.
ITEM 9. UNDERTAKINGS
A. 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;
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(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (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;
(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(1)(i) and A(1)(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 Exchange Act that are incorporated by reference in
the registration statement.
(2) 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 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining 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 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.
C. 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 provisions described in Item 6, 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, 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 Palo Alto, State of California, on
March 19, 1999.
ALZA CORPORATION
By: /s/ Ernest Mario
_________________________________________
Dr. Ernest Mario,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Dr.
Ernest Mario and Mr. Bruce C. Cozadd his or her true and lawful attorneys in
fact and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and all post effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of March 19, 1999.
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Signature Title
__________________________________ __________________________________________________
<S> <C>
/s/ Ernest Mario
__________________________________ Chairman of the Board, Chief Executive Officer and
Dr. Ernest Mario Director (Principal Executive Officer)
/s/ William G. Davis
__________________________________ Director
William G. Davis
/s/ William Brody
__________________________________ Director
Dr. William Brody
/s/ Robert J. Glaser
__________________________________ Director
Dr. Robert J. Glaser
__________________________________ Director
Dr. I. Craig Henderson
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<S> <C>
/s/ Dean O. Morton Director
__________________________________
Dean O. Morton
/s/ Denise O'Leary Director
__________________________________
Denise O'Leary
/s/ Isaac Stein Director
__________________________________
Isaac Stein
/s/ Julian N. Stern Director
__________________________________
Julian N. Stern
Senior Vice President and Chief Financial Officer
/s/ Bruce C. Cozadd (Principal Financial and Accounting Officer)
__________________________________
Bruce C. Cozadd
</TABLE>
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Index to Exhibits
<TABLE>
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Sequentially
Item Numbered
No. Description of Item Page
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<S> <C> <C>
5 Opinion of General Counsel of ALZA
10.1 SEQUUS 1987 Employee Stock Option Plan (1)
10.2 SEQUUS 1987 Consultant Stock Option Plan (1)
10.3 SEQUUS 1990 Director Stock Option Plan and Equity Incentive Plan (1)
10.4 SEQUUS Amended and Restated Employee Stock Purchase Plan (2)
10.5 SEQUUS Equity Incentive Plan (2)
23.1 Consent of General Counsel of ALZA (filed as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (pages II-5 and II-6)
</TABLE>
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(1) Incorporated by reference to SEQUUS's Annual Report on Form 10-K
(file number 000-15847) filed April 1, 1996.
(2) Incorporated by reference to SEQUUS's Registration Statement on
Form S-8 (file number 333-45697) filed on February 5, 1998.
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EXHIBIT 5
March 17, 1999
ALZA Corporation
950 Page Mill Road
P.O. Box 10950
Palo Alto, CA 94303-0802
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am delivering this opinion in my capacity as Senior Vice President and General
Counsel of ALZA Corporation, a Delaware corporation ("ALZA"), in connection with
the Registration Statement on Form S-8 (the "Registration Statement") which ALZA
proposes to file with the Securities and Exchange Commission on or about March
19, 1999, for the purpose of registering under the Securities Act of 1933, as
amended, an aggregate of 1,550,000 shares of its Common Stock, par value
$.01 (the "Shares"), issuable under the SEQUUS 1987 Employee Stock Option Plan,
SEQUUS 1987 Consultant Stock Option Plan, SEQUUS 1990 Director Stock Option
Plan, SEQUUS Equity Incentive Plan and the SEQUUS Amended And Restated Employee
Stock Purchase Plan (collectively, the "Plans").
In connection with this opinion, I have assumed the authenticity of all records,
documents and instruments submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals, of all records, documents and instruments submitted to me as copies.
I have based my opinion upon my review of such records, documents and
instruments as I have deemed appropriate to render this opinion.
This opinion is limited to the General Corporation Law of the State of Delaware.
I disclaim any opinion as to any other statute, rule, regulation, ordinance,
order or other promulgation of any other jurisdiction or any regional or local
governmental body.
Based upon the foregoing and my examination of such questions of law as I have
deemed necessary or appropriate for the purpose of this opinion, and assuming
that (i) the Registration Statement becomes and remains effective during the
period when the Shares are offered and sold, (ii) appropriate certificates
evidencing the Shares will be executed and delivered upon the issuance of the
Shares, (iii) the full consideration stated in the Plans is paid for each Share,
and (iv) all applicable securities laws are complied with, it is my opinion that
when issued by ALZA after payment therefor in the manner provided in the
Plans, the Shares covered by the Registration Statement will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Peter D. Staple
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Peter D. Staple
Senior Vice President and General Counsel
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of ALZA Corporation pertaining to the 1987 Employee Stock Option
Plan, the 1987 Consultant Stock Option Plan, the 1990 Director Stock Option
and Equity Incentive Plan, the Equity Incentive Plan and the Amended and
Restated Employee Stock Purchase Plan of SEQUUS Pharmaceuticals, Inc. of our
report dated February 13, 1998, with respect to the consolidated financial
statements of ALZA Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
March 19, 1999
