AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
REGISTRATION STATEMENT 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
__________
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 LLP
180 Maiden Lane
New York, NY 10038
__________
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, 9,779 $13.625 per
$.01 par value. shares share $133,238.88 $100.00
(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 9,779 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 December 23,
1996 (Registration No. 333-18787) 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 April 25, 1997.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: April 25, 1997 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 April 25, 1997.
/S/DUANE J. ROTH President, Chief Executive
Duane J. Roth Officer and a Director April 25, 1997
/S/THEODORE D. ROTH Executive Vice President
Theodore D. Roth and Chief Financial Officer April 25, 1997
/S/TIM T. HART Controller and Chief
Tim T. Hart Accounting Officer April 25, 1997
PEDRO CUATRECASAS, M.D.* Director April 25, 1997
Pedro Cuatrecasas, M.D.
CARROLL O. JOHNSON* Director April 25, 1997
Carroll O. Johnson
STEPHEN M. MCGRATH* Director April 25, 1997
Stephen M. McGrath
DONALD E. O'NEILL* Director April 25, 1997
Donald E. O'Neill
HELEN M. RANNEY, M.D.* Director April 25, 1997
Helen M. Ranney, M.D.
JEAN G. RIESS, PH.D.* Director April 25, 1997
Jean G. Riess, Ph.D.
THOMAS F. ZUCK, M.D.* Director April 25, 1997
Thomas F. Zuck, M.D.
*By: /S/ THEODORE D. ROTH
Theodore D. Roth
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number DESCRIPTION
- ------- -----------
5 Opinion of Stroock & Stroock & Lavan LLP.
23.1 Consent of Stroock & Stroock & Lavan LLP
(included in Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney.
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]
April 25, 1997
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 9,779 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 LLP
EXHIBIT 23.1
Included in Exhibit 5 hereto
EXHIBIT 23.2
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 18, 1996, 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, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
April 23, 1997
EXHIBIT 24
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, 1996, 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/ PEDRO CUATRECASAS, M.D. Director April 25, 1997
Pedro Cuatrecasas, M.D
/S/ CARROLL O. JOHNSON Director April 25, 1997
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director April 25, 1997
Stephen M. McGrath
/S/ DONALD E. O'NEILL Director April 25, 1997
Donald E. O'Neill
/S/ HELEN M. RANNEY, M.D. Director April 25, l997
Helen M. Ranney, M.D.
/S/ JEAN RIESS, PH.D. Director April 25, 1997
Jean Riess, Ph.D.
/S/ THOMAS F. ZUCK, M.D. Director April 25, 1997
Thomas F. Zuck, M.D.
