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 (I.R.S. Employer
jurisdiction of Identification Number)
incorporation
or organization
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 LLP
180 Maiden Lane
New York, NY 10038-4982
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of Amount to Proposed Maximum Proposed Amount of
Shares to be Aggregate Price Maximum Registration
be Registered Per Unit (1) Aggregate Fee
Registered Offering Price
- -------------------------------------------------------------------------------
Common
Stock, $.01 1,500,000 $7.81 per share $11,715,000 $3,455.93
par value. shares
- -------------------------------------------------------------------------------
(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 March 24, 1998.
<PAGE>
This Registration Statement on Form S-8 of Alliance Pharmaceutical Corp., a
New York corporation (the "Company"), covers 1,500,000 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 December 24, 1996 (Registration No.
333-18787) filed under the 1933 Act.
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
- ----------------- Officer and a Director March 25, 1998
Duane J. Roth
/S/ THEODORE D. ROTH Executive Vice President
- -------------------- and Chief Financial Officer March 25, 1998
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.
24.1 Consent of Stroock & Stroock & Lavan (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 1,500,000 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 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 1991 Stock Option 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 1,500,000 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 12, 1997, 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 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 RIESS, PH.D. Director March 25, 1998
- -------------------------------
Jean Riess, Ph.D.
/S/ THOMAS F. ZUCK, M.D. Director March 25, 1998
- -------------------------------
Thomas F. Zuck, M.D.
