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As filed with the Securities and Exchange Commission on December 15, 2000
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 (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
1900 Charleston Road, P.O. Box 7210, Mountain View, CA 94043 (650) 564-5000
(Address of Principal Executive Offices)
NON-STATUTORY STOCK OPTION PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Peter D. Staple, Esq.
Executive Vice President and General Counsel
ALZA Corporation
1900 Charleston Road
P.O. Box 7210
Mountain View, California 94043
(Name and Address of Agent For Service)
(650) 564-5000
(Telephone Number, Including Area Code, of Agent For Service)
With copy to:
Julian N. Stern, Esq.
Sarah O'Dowd, Esq.
Heller Ehrman White & McAuliffe LLP
525 University Ave., Suite 1100
Palo Alto, CA 94301
Telephone: (650) 324-7000
Facsimile: (650) 324-0638
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered (1) per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock $0.005 par value 12,000,000 $38.6875 $464,250,000 $122,562
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the ALZA Corporation
Non-Statutory Stock Option Plan and/or the ALZA Corporation Amended and
Restated Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(c) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
December 11, 2000 as reported by the New York Stock Exchange.
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Explanatory Note: This Registration Statement on Form S-8 relates to the
issuance of up to 12,000,000 shares of its Common Stock, par value $.005 (the
"Shares"). Of the Shares, 10,000,000 are issuable under the Company's newly
adopted Non-Statutory Stock Option Plan, and 2,000,000 are issuable under the
Company's Amended and Restated Employee Stock Purchase Plan. The 10,000,000
shares issuable under the Company's Non-Statutory Stock Option Plan reflect
adjustment for a two for one split of the Registrant's Common Stock which was
effected on November 1, 2000.
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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 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 for the fiscal year ended
December 31, 1999;
(b) ALZA's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
(c) ALZA's Current Reports on Form 8-K dated August 10, 2000,
September 6, 2000, September 13, 2000, October 30, 2000,
November 1, 2000 and November 14, 2000; and
(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.
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 6,168 shares of Common
Stock and options to purchase 490,000 shares of Common Stock, of which 190,000
are exercisable within 60 days of December 1, 2000. In addition, Mr. Staple owns
49,950 shares of restricted stock, 28,000 of which vest on August 12, 2002,
4,600 of which vest on May 6, 2003, 6,940 of which vest on August 9, 2003, and
10,410 of which vest on August 9, 2004.
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
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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 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
Item
No. Description of Item
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5 Opinion of General Counsel of ALZA
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 (page II-6)
99.1 ALZA Corporation Non-Statutory Stock Option Plan
99.2 ALZA Corporation Amended and Restated Employee Stock Purchase
Plan and Amendments 1 through 3 thereof
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;
(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;
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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 Mountain View, State of California, on December 15,
2000.
ALZA CORPORATION
By: /s/ Ernest Mario
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Dr. Ernest Mario,
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Dr.
Ernest Mario and Mr. Matthew K. Fust 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 as of December 15, 2000.
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Signature Title
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<S> <C>
/s/ Ernest Mario Chairman of the Board, Chief Executive
------------------------------------- Officer and Director (Principal Executive Officer)
Dr. Ernest Mario
/s/ William R. Brody Director
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Dr. William R. Brody
/s/ Robert J. Glaser Director
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Dr. Robert J. Glaser
/s/ I. Craig Henderson Director
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Dr. I. Craig Henderson
/s/ Dean O. Morton Director
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Dean O. Morton
Director
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Denise M. O'Leary
/s/ Isaac Stein Director
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Isaac Stein
/s/ Julian N. Stern Director
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Julian N. Stern
/s/ Matthew K. Fust Senior Vice President and Chief Financial Officer
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Matthew K. Fust (Principal Financial and Accounting Officer)
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Index to Exhibits
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Item
No. Description of Item
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5 Opinion of General Counsel of ALZA
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 (page II-6)
99.1 ALZA Corporation Non-Statutory Stock Option Plan
99.2 ALZA Corporation Amended and Restated Employee Stock Purchase Plan
and Amendments 1 through 3 thereof
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