<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996
Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
CORTECH, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 84-0894091
(State of Incorporation) (I.R.S. Employer Identification No.)
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6850 N. Broadway
Denver, Colorado 80221
(Address of principal executive offices)
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STOCK OPTION AGREEMENT
(Full title of the plans)
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KENNETH R. LYNN
6850 N. BROADWAY
DENVER, COLORADO 80221
(303) 650-1200
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
COPIES TO:
ANDREA VACHSS, ESQ.
COOLEY GODWARD CASTRO HUDDLESON & TATUM
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(415) 843-5000
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Page 1 of ___
Exhibit Index at Page ___
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Option and Common Stock
(par value $.001) 20,000 $1.00 $20,000 $100.00
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
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</TABLE>
ii.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cortech, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered 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 of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation and Bylaws provide, among other
things, that the Company will indemnify each officer or director, under the
circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he may be required to pay in actions or
proceedings to which he is or may be made a party by reason of his position as a
director, officer of other agent of the Company, and otherwise to the full
extent permitted under Delaware law.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
1.
<PAGE>
EXHIBITS
EXHIBIT
NUMBER
5 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 Stock Option Agreement
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;
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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)(i) and (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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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 herein, 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.
<PAGE>
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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 herein, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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.
3.
<PAGE>
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 Denver, State of Colorado, on May 20, 1996.
CORTECH, INC.
By: \s\ Kenneth R. Lynn
----------------------------------------
Kenneth R. Lynn
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph L. Turner and Kenneth R. Lynn, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
4.
<PAGE>
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.
SIGNATURE TITLE DATE
/s/ Kenneth R. Lynn President, Chief Executive May 20,1996
- -------------------------------- Officer and Director
Kenneth R. Lynn (Principal Executive Officer)
/s/ Joseph L. Turner Vice President, Finance and, May 20,1996
- -------------------------------- Administration (Principal
Joseph L. Turner Accounting Officer)
/s/ Bert Fingerhut Chairman of the Board of May 20,1996
- -------------------------------- Directors
Bert Fingerhut
/s/ Paul Jerde Director May 20,1996
- --------------------------------
Paul Jerde
/s/ Donald Kennedy Director May 20,1996
- --------------------------------
Donald Kennedy
/s/ Allen Misher Director May 20,1996
- --------------------------------
Allen Misher
5.
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
5 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is
contained in Exhibit 5 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 Stock Option Agreement
6.
<PAGE>
[COOLEY GODWARD LETTERHEAD]
May 17, 1996
Cortech, Inc.
6850 N. Broadway
Denver, Colorado 80221
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cortech, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 20,000 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to the Stock Option
Agreement dated March 14, 1996 (the "Agreement").
In connection with this opinion, we have examined the Registration Statement,
your Certificate of Incorporation and Bylaws, as amended, the Agreement, and
such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies
thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Agreement and the
Registration Statement, will be validly issued, fully paid, and nonassessable.
<PAGE>
[COOLEY GODWARD LOGO]
Cortech, Inc.
May 17, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Alan C. Mendelson
--------------------------
Alan C. Mendelson
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by reference
in this registration statement of our report dated February 13, 1996 included
in Cortech, Inc.'s Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
May 17, 1996.
<PAGE>
CORTECH, INC.
NONSTATUTORY STOCK OPTION
ROBERT A. SANDHAUS, OPTIONEE:
Cortech, Inc. (the "Company") has this day granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock"). This option is not intended to qualify as and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
The details of this option are as follows:
1. The total number of shares of Common Stock subject to this option is
20,000 shares. Subject to the limitations contained herein, this option shall be
exercisable with respect to each installment shown below on or after the date of
vesting applicable to such installment, as follows:
DATE OF INITIAL EXERCISABILITY % OF SHARES PURCHASABLE
------------------------------ -----------------------
March 15, 1996 100%
2. a. The exercise price of this option is $1.00 per share.
b. Payment of the exercise price per share is due in full in cash
(including check) upon exercise of all or any part of each installment which has
become exercisable by you; provided, however, that, if at the time of exercise,
the Company's Common Stock is publicly traded and quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
applicable statutes and regulations, may be made by delivery of already-owned
shares of Common Stock, or a combination of cash and already-owned Common Stock.
Such Common Stock (i) shall be valued at its fair market value on the date of
exercise, (ii) if originally acquired from the Company, must have been held for
the period required to avoid a charge to the reported earnings of the Company,
and (iii) must be owned free and clear of any liens, claims, encumbrances or
security interests.
c. Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Common Stock.
3. This option may not be exercised for any number of shares which would
require the issuance of anything other than whole shares.
4. Notwithstanding anything to the contrary contained herein, this option
may not be exercised unless the shares issuable upon exercise of this option are
then registered under the Securities Act of 1933 (the "Act") or, if such Shares
are not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Act. Optionee
understands that as of the date of this Nonstatutory Stock Option Agreement, the
shares have not been registered under the Act. The Company agrees to advise
Optionee when the shares have been so registered.
1
<PAGE>
5. The term of this option commences on the date hereof and terminates on
March 14, 2006. In no event may this option be exercised on or after the date on
which it terminates.
6. a. This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require.
b. By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of: (1) the
exercise of this option; (2) the lapse of any substantial risk of forfeiture to
which the shares are subject at the time of exercise; or (3) the disposition of
shares acquired upon such exercise.
7. This option is not transferable, except by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order (a
"QDRO"), and is exercisable during your life only by you or your guardian or
legal representative or transferee pursuant to a QDRO.
8. This option does not confer upon any employee, director or consultant
any right to continue in the service of the Company or the Company's right to
terminate such service.
9. Neither you nor any transferee of this option shall be deemed the
holder of, or have any rights of a holder with respect to, any shares subject to
this option until and unless all requirements have been satisfied for the
exercise of this option in accordance with its terms.
10. Any notices provided for in this option shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the address specified below or
at such other address as you hereafter designate by written notice to the
Company.
11. a. If any change is made in the stock subject to this option
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), this option will be appropriately adjusted in the
class(es) and number of shares subject thereto and the class(es) and number of
shares and price per share of stock subject thereto.
b. In the event of: (i) a merger or consolidation in which the
Company is not the surviving corporation; (ii) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's common
stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise; or (iii) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Company entitled to vote are exchanged, then
the time during which outstanding options may be exercised shall be accelerated
to permit you to exercise all such options prior to such merger, consolidation,
reverse merger or reorganization, and the options terminated if not exercised
prior to such event.
12. This option agreement shall be construed in accordance with the laws
of the State of Colorado.
2
<PAGE>
Dated the 14th day of March, 1996.
Very truly yours,
CORTECH, INC.
By /s/ Kenneth Lynn
------------------------------
The undersigned:
a. Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and
b. Acknowledges that this option sets forth the entire understanding
between the undersigned optionee and the Company regarding acquisition of stock
in the Company and supersedes all prior oral and written agreements on that
subject except for (i) options previously granted and delivered to the
undersigned, and (ii) stock acquired under the employee stock purchase plan, and
(iii) the following agreements only:
-------------------------------------------
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/s/ Robert A. Sandhaus
---------------------------------------
OPTIONEE: ROBERT A. SANDHAUS
5005 King Crest Lane
Bow Mar, CO 80123
ATTACHMENTS:
Form of Notice of Exercise
3
