As filed with the Securities and Exchange Commission on June 2,
1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALLIANCE PHARMACEUTICAL CORP.
(Exact name of registrant as specified in its charter)
New York 14-1644018
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3040 Science Park Road
San Diego, CA 92121
(619) 558-4300
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
1991 STOCK OPTION PLAN
(Full title of the plan)
(Formerly known as the 1991 NON-QUALIFIED
STOCK OPTION PROGRAM)
DUANE J. ROTH
President
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
(619) 558-4300
(Name, address, including zip code, and telephone number, of
agent for service of process)
Copy to:
Melvin Epstein, Esq.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2696
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Shares Aggregate Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Unit (1) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $6.63 per
$.01 par value. shares share $6,630,000 $2,286.21
</TABLE>
(1) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) on the basis
of the last reported sale price of the Common Stock on
the NASDAQ National Market System on May 31, 1995.
<PAGE>
This Registration Statement on Form S-8 of Alliance
Pharmaceutical Corp., a New York corporation (the "Company"),
covers 1,000,000 shares of Common Stock, par value $.01 per
share, of the Company reserved for issuance under the Company's
1991 Stock Option Plan. As permitted by
General Instruction E of Form S-8, the Company hereby
incorporates by reference the contents of the Company's
Registration Statement on Form S-8, dated February 13, 1992
(Registration No. 33-45683) filed under the 1933 Act.
<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 San Diego, State of California, on June 2, 1995.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: June 2, 1995 By /s/ Duane J. Roth
Duane J. Roth
President
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 on June 2, 1995.
/s/Duane J. Roth President, Chief Executive
Duane J. Roth Officer and a Director June 2, 1995
(Chief Executive Officer)
/s/Theodore D. Roth Executive Vice President
Theodore D. Roth and Chief Financial Officer June 2, 1995
(Chief Financial Officer)
/s/Tim T. Hart Treasurer and Comptroller June 2, 1995
Tim T. Hart
(Chief Accounting Officer)
Carroll O. Johnson* Director June 2, 1995
Carroll O. Johnson
Stephen M. McGrath* Director June 2, 1995
Stephen M. McGrath
Donald E. O'Neill* Director June 2, 1995
Donald E. O'Neill
Dr. Helen M. Ranney* Director June 2, 1995
Dr. Helen M. Ranney
Dr. Jean G. Riess* Director June 2, 1995
Dr. Jean G. Riess
Dr. Thomas F. Zuck* Director June 2, 1995
Dr. Thomas F. Zuck
*By:/s/ Theodore D. Roth
Theodore D. Roth
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
5 Opinion of Stroock & Stroock & Lavan.
24.1 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5 hereto).
24.2 Consent of Deloitte & Touche LLP.
24.3 Consent of Ernst & Young LLP.
25 Power of Attorney.
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
June 2, 1995
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
Re: Alliance Pharmaceutical Corp.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection
with the preparation and filing of the above-captioned
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as
amended (the "Act"), covering 1,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"). The
Shares are issuable pursuant to the Company's 1991 Stock Option
Plan (the "Plan").
We have examined copies of the Certificate of Incorporation and
By-laws of the Company, each as amended to date, the Plan, the
minutes of various meetings of the Board of Directors of the
Company and the original, photostatic or certified copies of all
such records of the Company, and all such agreements,
certificates of public officials, certificates of officers and
representatives of the Company or others, and such other
documents, papers, statutes and authorities as we deemed
necessary to form the basis of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness
of signatures and the conformity to original documents of the
documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon
statements and certificates of officers of the Company and
others.
Based upon the foregoing, we are of the opinion that all of the
Shares covered by the Registration Statement have been duly
authorized and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing a copy of this opinion as an
exhibit to the Registration Statement. In giving such
consent, we do not admit hereby that we come within the category
of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/STROOCK & STROOCK & LAVAN
<PAGE>
EXHIBIT 24.2
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of Alliance Pharmaceutical Corp. on
Form S-8 of our report dated July 27, 1993, appearing in the
Annual Report on Form 10-K of Alliance Pharmaceutical Corp. (the
"Company") for the year ended June 30, 1994, as amended by the
Company's Amended Annual Report on Form 10-K/A filed March 7,
1995.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May __, 1995
<PAGE>
EXHIBIT 24.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration
Statement (Form S-8) pertaining to the 1991 Stock Option Plan of
Alliance Pharmaceutical Corp. of our report dated August 16,
1994, with respect to the consolidated financial statements and
schedule of Alliance Pharmaceutical Corp. included in its Annual
Report (Form 10-K), as amended by Form 10-K/A, for the year
ended June 30, 1994, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG, LLP
San Diego, California
May __, 1995
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Duane J. Roth
and Theodore D. Roth, or either 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 a Registration Statement on Form S-8
(or an amendment to a previously filed Registration Statement on
Form S-8) or such other form as counsel to Alliance
Pharmaceutical Corp. (the "Corporation") may recommend in
connection with the registration of 1,000,000 shares of common
stock of the Corporation which may be issued to directors,
officers, employees and consultants of the Corporation, pursuant
to the 1991 Stock Option Plan of the Corporation as approved at
the annual meeting of shareholders held on November 14, 1994,
and any and all 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 attorney-in-
fact and agent 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 might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has caused
this power of attorney to be executed as of the date set forth
beside their name.
/s/ Carroll O. Johnson Director April 1, 1995
Carroll O. Johnson
/s/ Stephen M. McGrath Director April 1, 1995
Stephen M. McGrath
/s/ Donald E. O'Neill Director April 1, 1995
Donald E. O'Neill
/s/ Helen M. Ranney Director March 31, 1995
Helen M. Ranney, M.D.
/s/ Jean Riess, Ph.D. Director April 1, 1995
Jean Riess, Ph.D.
/s/ Thomas F. Zuck, M.D. Director April 1, 1995
Thomas F. Zuck, M.D.
