AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999
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
Chief Executive Officer
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of Shares Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Registered Aggregate Price Per Unit (1) Aggregate Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0 1
par value. 61,237 shares $3.28 per share $200,857.36 $55.85
- -------------------------------------------------------------------------------------------------------------------------------
(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.
</TABLE>
<PAGE>
This Registration Statement on Form S-8 of Alliance Pharmaceutical Corp., a
New York corporation (the "Company"), covers 61,237 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 26, 1998 (Registration
No. 333-48687) 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 16, 1999.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: April 19, 1999 By: /S/ THEODORE D. ROTH
--------------------------------------
Theodore D. Roth
President and Chief Operating Officer
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 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.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ DUANE J. ROTH Chairman and Chief April 19, 1999
- ----------------------------------- Executive Officer
Duane J. Roth
/S/ THEODORE D. ROTH Director, President April 19, 1999
- ----------------------------------- and Chief Operating
Theodore D. Roth Officer
/S/ TIM T. HART Chief Financial April 19, 1999
- ----------------------------------- Officer, Treasurer
Tim T. Hart and Chief Accounting
Officer
/S/ PEDRO CUATRECASAS Director April 19, 1999
- -----------------------------------
Pedro Cuatrecasas, M.D.
/S/ CARROLL O. JOHNSON Director April 19, 1999
- -----------------------------------
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director April 19, 1999
- -----------------------------------
Stephen M. McGrath
/S/ HELEN M. RANNEY Director April 19, 1999
- -----------------------------------
Helen M. Ranney, M.D.
/S/ THOMAS F. ZUCK Director April 19, 1999
- -----------------------------------
Thomas F. Zuck, M.D.
/S/ DONALD E. O'NEILL Director April 19, 1999
- -----------------------------------
Donald E. O'Neill
/S/ JEAN G. RIESS Director April 19, 1999
- -----------------------------------
Jean G. Riess, Ph.D.
<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 (included as part of the
signature page of this Registration Statement).
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]
April 19, 1999
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 61,237 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) as filed on April 19, 1999 pertaining to the Employees' 401 (k) Plan of
Alliance Pharmaceutical Corp. of our report dated July 31, 1998, except for Note
8, as to which the date is August 14, 1998 and the second paragraph of Note 1,
as to which the date is April 12, 1999, with respect to the consolidated
financial statements of Alliance Pharmaceutical Corp. included in its Annual
Report (Form 10-K/A) for the year ended June 30, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
April 12, 1999
