<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MGI PHARMA, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1364647
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9900 Bren Road East, Suite 300E
Minneapolis, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
MGI PHARMA, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
Lori-jean Gille Copy to:
Secretary Timothy S. Hearn, Esq.
MGI PHARMA, INC. Dorsey & Whitney LLP
9900 Bren Road East, Suite 300E 220 South Sixth Street
Minneapolis, Minnesota 55343 Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
(612) 935-7335
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered (1) per Unit (2) Price (2) Registration Fee(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 150,000 $6.922 $1,038,281.25 $306.29
===================================================================================================================
</TABLE>
(1) The number of shares being registered represents the number of shares of
Common Stock that may be issued pursuant to the MGI PHARMA, INC. Amended
and Restated Employee Stock Purchase Plan (the "Plan") in addition to
250,000 shares previously registered under the Plan.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the
average of the high and low prices of the Common Stock reported in the
Nasdaq National Market on June 22, 1998.
Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the Registration Statements on Form S-8 relating to
the Plan filed with the Securities and Exchange Commission on June 3, 1988 (File
No. 33-22294) and June 25, 1993 (File No. 33-65032).
================================================================================
<PAGE>
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 Minneapolis, State of Minnesota, on June 25, 1998.
MGI PHARMA, INC.
By /s/ Charles N. Blitzer
----------------------------------
Charles N. Blitzer
President, 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 dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Charles N. Blitzer President, Chief Executive June 25, 1998
- ---------------------------------- Officer (principal executive
Charles N. Blitzer officer) and Director
* Vice President, Finance (principal
- ---------------------------------- financial and accounting officer)
William C. Brown
* Director
- ----------------------------------
Andrew J. Ferrara
* Director
- ----------------------------------
Joseph S. Frelinghuysen, Jr.
* Director
- ----------------------------------
Michael E. Hanson
* Director
- ----------------------------------
Hugh E. Miller
* Director
- ----------------------------------
Timothy G. Rothwell
* Director
- ----------------------------------
Lee J. Schroeder
*By /s/ Charles N. Blitzer June 25, 1998
- ----------------------------------
Charles N. Blitzer
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to
this Registration Statement)
24 Power of Attorney
<PAGE>
EXHIBIT 5
[LETTERHEAD OF DORSEY & WHITNEY LLP]
June 18, 1998
MGI PHARMA, INC.
9900 Bren Road East, Suite 300E
Minneapolis, Minnesota 55343
Ladies and Gentlemen:
We have acted as counsel to MGI PHARMA, INC., a Minnesota corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 relating to the sale by the Company from time to time of up to
150,000 shares of Common Stock, $.01 par value per share, of the Company (the
"Shares"), issuable pursuant to the Company's Amended and Restated Employee
Stock Purchase Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
MGI PHARMA, INC.:
We consent to the use of our reports incorporated herein by reference in
this Registration Statement on Form S-8 of MGI PHARMA, INC.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 25, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles N. Blitzer and Lori-jean
Gille, and each of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of MGI PHARMA, INC. (the "Company") relating to the
Company's Amended and Restated Employee Stock Purchase Plan, and any and all
amendments thereto, including post-effective amendments, 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite or 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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Charles N. Blitzer President, Chief Executive June 17, 1998
- ---------------------------------- Officer (principal executive
Charles N. Blitzer officer) and Director
/s/ William C. Brown Vice President, Finance (principal June 24, 1998
- ---------------------------------- financial and accounting officer)
William C. Brown
/s/ Andrew J. Ferrara Director June 19, 1998
- ----------------------------------
Andrew J. Ferrara
/s/ Joseph S. Frelinghuysen, Jr. Director June 18, 1998
- ----------------------------------
Joseph S. Frelinghuysen, Jr.
/s/ Michael E. Hanson Director June 16, 1998
- ----------------------------------
Michael E. Hanson
/s/ Hugh E. Miller Director June 17, 1998
- ----------------------------------
Hugh E. Miller
/s/ Timothy G. Rothwell Director June 22, 1998
- ----------------------------------
Timothy G. Rothwell
/s/ Lee J. Schroeder Director June 25, 1998
- ----------------------------------
Lee J. Schroeder
</TABLE>
