AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 10, 1996
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)
EMPLOYEES 401(K) PLAN OF ALLIANCE PHARMACEUTICAL CORP.
(Full title of the plan)
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
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
Common Stock, 8369 $18.00 per $ 150,642 $100.00
$.01 par value. shares share
(1) As dictated by Rule 457(h)(1), the Proposed Maximum Aggregate
Price Per Unit represents the amount per share at which the
Company values its matching contribution under the Employees'
401(k) Plan of Alliance Pharmaceutical Corp.
<PAGE>
This Registration Statement on Form S-8 of Alliance Pharmaceutical
Corp., a New York corporation (the "Company"), covers 8369 shares of Common
Stock, par value $.01 per share, of the Company reserved for issuance under the
Employees' 401(k) Plan of Alliance Pharmaceutical Corp. 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 March 31,
1994 (Registration No. 33-77172) filed under the Securities Act of 1933, as
amended.
<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 May 10, 1996.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: May 10, 1996 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 May 10, 1996.
/S/DUANE J. ROTH President, Chief Executive
Duane J. Roth Officer and a Director May 10, 1996
(Chief Executive Officer)
/S/THEODORE D. ROTH Executive Vice President
Theodore D. Roth and Chief Financial Officer May 10, 1996
(Chief Financial Officer)
/S/TIM T. HART Treasurer and Comptroller May 10, 1996
Tim T. Hart
(Chief Accounting Officer)
CARROLL O. JOHNSON* Director May 10, 1996
Carroll O. Johnson
STEPHEN M. MCGRATH* Director May 10, 1996
Stephen M. McGrath
DONALD E. O'NEILL* Director May 10, 1996
Donald E. O'Neill
DR. HELEN M. RANNEY* Director May 10, 1996
Dr. Helen M. Ranney
DR. JEAN G. RIESS* Director May 10, 1996
Dr. Jean G. Riess
DR. THOMAS F. ZUCK* Director May 10, 1996
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.
23.1 Consent of Stroock & Stroock & Lavan (included in Exhibit
5 hereto).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
May 10, 1996
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 8369 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"). The Shares are issuable pursuant to the Employees' 401(k)
Plan of Alliance Pharmaceutical Corp. (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 23.1
<PAGE>
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
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, 1995.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May 6, 1996
<PAGE>
EXHIBIT 23.3
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employees 401(k) Plan of Alliance Pharmaceutical
Corp. of our report dated July 26, 1995 with respect to the consolidated
financial statements of Alliance Pharmaceutical Corp. included in its Annual
Report (Form 10-K), for the year ended June 30, 1995 filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
May 6, 1996
<PAGE>
EXHIBIT 24
<PAGE>
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 common stock of the Corporation
issued to employees of the Corporation as of December 31, 1995, pursuant to the
Corporation's 401(k) Plan, 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 May 10, 1996
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director May 10, 1996
Stephen M. McGrath
/S/ HELEN M. RANNEY Director May 10, 1996
Helen M. Ranney, M.D.
/S/ DONALD E. O'NEILL Director May 10, 1996
Donald E. O'Neill
/S/ JEAN RIESS, PH.D. Director May 10, 1996
Jean Riess, Ph.D.
/S/ THOMAS F. ZUCK, M.D. Director May 10, 1996
Thomas F. Zuck, M.D.
