AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998
REGISTRATION STATEMENT NO. 333-
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
- -----------------------------------------------------------------------------
Title of Proposed Maximum Proposed Amount of
Shares to be Amount to be Aggregate Price Maximum Registration
Registered Registered Per Unit (1) Aggregate Fee
Offering Price
-----------------------------------------------------------------------------
Common Stock, 19,461 shares $ 7.25 per share $141,092.25 $41.62
$.01 par value.
- ------------------------------------------------------------------------------
(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 19,461 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 April 25, 1997 (Registration
No. 333-25825) filed under the Securities Act of 1933, as amended.
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
EARNINGS PER SHARE (SFAS 128),which replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. The adoption of SFAS 128 did not change the previously
reported loss per share computations, and accordingly, no restatement to
documents incorporated by reference is required to conform with SFAS 128.
<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 March 25, 1998.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: March 25, 1998 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 March 25, 1998.
/S/DUANE J. ROTH President, Chief Executive March 25, 1998
- ---------------- Officer and a Director
Duane J. Roth
/S/ THEODORE D. ROTH Executive Vice President March 25, 1998
- --------------------- and Chief Financial Officer
Theodore D. Roth
/S/ TIM T. HART Controller and Chief March 25, 1998
- --------------------- Accounting Officer
Tim T. Hart
/S/ PEDRO CUATRECASAS, M.D.* Director March 25, 1998
- -----------------------------
Pedro Cuatrecasas, M.D.
/S/ CARROLL O. JOHNSON* Director March 25, 1998
- -----------------------------
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH* Director March 25, 1998
- -----------------------------
Stephen M. McGrath
- ----------------------------- Director
Donald E. O'Neill
/S/ HELEN M. RANNEY, M.D.* Director March 25, 1998
- -----------------------------
Helen M. Ranney, M.D.
/S/ JEAN G. RIESS, PH.D.* Director March 25, 1998
- -----------------------------
Jean G. Riess, Ph.D.
/S/ THOMAS F. ZUCK, M.D.* Director March 25, 1998
- ------------------------------
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.
24.1 Consent of Stroock &
Stroock & Lavan LLP
(included in Exhibit 5 hereto).
24.2 Consent of Ernst & Young LLP,
Independent Auditors.
25 Power of Attorney.
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]
March 25, 1998
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 19,461 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 24.2
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 24, 1997, except for Note 8, as to which the date is
September 23, 1997, 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, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
March 25, 1998
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 common stock of the Corporation
issued to employees of the Corporation as of December 31, 1997, 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, the undersigned have each caused this power of attorney
to be executed as of the date set forth beside their name.
/S/ PEDRO CUATRECASAS, M.D., PH.D. Director March 25, 1998
- ---------------------------------
Pedro Cuatrecasas, M.D., Ph.D.
/S/ CARROLL O. JOHNSON Director March 25, 1998
- -----------------------
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director March 25, 1998
- ------------------------
Stephen M. McGrath
/S/ HELEN M. RANNEY, M.D. Director March 25, 1998
- --------------------------
Helen M. Ranney, M.D.
- --------------------------- Director
Donald E. O'Neill
/S/ JEAN RIESS, PH.D. Director March 25, 1998
- ---------------------------
Jean Riess, Ph.D.
/S/ THOMAS F. ZUCK, PH.D. Director March 25, 1998
- ---------------------------
Thomas F. Zuck, Ph.D.
