AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
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
(858) 410-5200
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
1991 STOCK OPTION 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
(858)410-5200
(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
<TABLE>
<CAPTION>
Proposed Maximum Aggregate Proposed Maximum Aggregate Amount of
Title of Shares to be Amount to be Registered Price Per Unit (2) Offering Price Registration Fee
Registered (1)
- ------------------------- --------------------------- ----------------------------- ----------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value. 2,124,860 shares $13.25 per share $28,154,395 $7,432.76
- ------------------------- --------------------------- ----------------------------- ----------------------------- -----------------
(1) Represents 2,100,000 shares of common stock being registered for
issuance under the 1991 Stock Option Plan and 24,860 shares under the
Employees' 401(k) Plan of Alliance Pharmaceutical Corp.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended, based on the average of the high and low prices of the common
stock on the Nasdaq National Market on March 21, 2000.
</TABLE>
<PAGE>
This Registration Statement on Form S-8 of Alliance Pharmaceutical
Corp., a New York corporation (the "Company"), covers 2,100,000 shares of Common
Stock, par value $.01 per share, of the Company reserved for issuance under the
1991 Stock Option Plan of Alliance Pharmaceutical Corp. and 24,860 shares of
Common Stock, $.01 par value 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 March 24, 2000.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: March 24, 2000 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 Executive March 24, 2000
- ---------------------- Officer
Duane J. Roth
/S/ THEODORE D. ROTH Director, President and Chief
- ----------------------- Operating Officer March 24, 2000
Theodore D. Roth
/S/ TIM T. HART Chief Financial Officer, Treasurer
- ----------------------- and Chief Accounting Officer March 24, 2000
Tim T. Hart
/S/ PEDRO CUATRECASAS Director March 24, 2000
- -----------------------
Pedro Cuatrecasas, M.D.
/S/ CARROLL O. JOHNSON Director March 24, 2000
- -----------------------
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director March 24, 2000
- -----------------------
Stephen M. McGrath
/S/ HELEN M. RANNEY Director March 24, 2000
- -----------------------
Helen M. Ranney, M.D.
/S/ THOMAS F. ZUCK Director March 24, 2000
- -----------------------
Thomas F. Zuck, M.D.
/S/ DONALD E. O'NEILL Director March 24, 2000
- -----------------------
Donald E. O'Neill
/S/ JEAN G. RIESS Director March 24, 2000
- -----------------------
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]
March 24, 2000
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 2,124,860 shares of the Company's Common Stock, par value $.01
per share (the "Shares"). The 2,100,000 Shares are issuable pursuant to the 1991
Stock Option Plan of Alliance Pharmaceutical Corp. (the "Plan") and 24,860
Shares are issuable pursuant to the Employees' 401(k) Plan of Alliance
Pharmaceutical Corp.
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. and the Employees' 401(k) Plan of Alliance Pharmaceutical
Corp. of our report dated July 23, 1999, except for paragraph 2 of Note 5, as to
which the date is September 14, 1999, 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, 1999, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
March 21, 2000
