As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE LIPOSOME COMPANY, INC.
(Exact name of Company as specified in its charter)
Delaware One Research Way 22-2370691
(State or other jurisdiction of Princeton (I.R.S.
incorporation or organization) Forrestal Center Employer
Princeton, New Identificat
Jersey 08540 ion Number)
(Address of
principal
executive
offices)
(Zip Code)
1986 Employee Stock Option Plan
1986 Non-Qualified Stock Option Plan
1991 DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Charles A. Baker
Chairman and
Chief Executive Officer
The Liposome Company, Inc.
One Research Way
Princeton Forrestal Center
Princeton, New Jersey 08540
(609) 452-7060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION
FEE
Proposed Proposed
Amount Maximum Maximum
Title of Securities Of SecuritiesOffering Aggregat Amount of
to be Registered to Be Price e Registration
Registered Per Offering Fee
Share Price
(1) (1)
Common Stock, par
value $.01 per share....... 225,000 $19.875 $4,471,8 $1,355.11
75
(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Company's Common Stock on NASDAQ National Market
System on January 17, 1997.
There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Plans.
STATEMENT
This Form S-8 Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by The Liposome Company, Inc., a Delaware
corporation (the "Company") in order to register an additional 225,000 shares of
the Company's common stock, par value $.01 per share (the "Common Stock")
issuable under the 1991 Directors' Non-Qualified Stock Option Plan (the
"Directors' Plan") pursuant to an amendment to the Directors' Plan adopted by
the Company's Board of Directors (the "Board of Directors") on March 7, 1996,
and approved by the Company's stockholders (the "Stockholders") on May 9, 1996.
Registration Statement No. 33-66924 included an additional 125,000 shares of
Common Stock pursuant to an amendment to the Directors' Plan adopted by the
Board of Directors on March 11, 1993, and approved by the Stockholders on May
20, 1993. Registration Statement No. 33-49502 included 200,000 shares of Common
Stock issuable originally under the Directors' Plan adopted by the Board of
Directors on May 16, 1991, amended by the Board of Directors on March 12, 1992
and approved by the Stockholders on May 21, 1992.
Registration Statement No. 33-66924 included an additional 1,500,000 shares
of Common Stock pursuant to an amendment to the 1986 Employee Stock Option Plan
(the "ESO Plan") adopted by the Board of Directors on March 11, 1993, and
approved by the Stockholders on May 20, 1993. Registration Statement No.
33-49502 included 1,000,000 additional shares of Common Stock pursuant to an
amendment to the ESO Plan adopted by the Board of Directors on March 12, 1992,
and approved by the Stockholders on May 21, 1992. Registration Statement No.
33-41768 included 600,000 additional shares of Common Stock pursuant to an
amendment to the ESO Plan adopted by the Board of Directors on November 7, 1990,
and approved by the Stockholders on May 16, 1991. Registration Statement No.
33-37270 included 500,000 additional shares of Common Stock pursuant to an
amendment to the ESO Plan adopted by the Board of Directors on November 30,
1989, and approved by the Stockholders on May 24, 1990. Registration Statement
No. 33-23292 included 430,000 additional shares of Common Stock pursuant to an
amendment to the ESO Plan adopted by the Board of Directors on March 16, 1988,
and approved by the Stockholders on May 19, 1988. Registration Statement No.
33-18811 included 595,000 additional shares of Common Stock pursuant to an
amendment to the ESO Plan adopted by the Board of Directors on March 16, 1987,
and approved by the Stockholders on June 19, 1987. Registration Statement No.
33-10521 included 650,000 shares of Common Stock issuable originally under the
ESO Plan adopted by the Board of Directors on February 13, 1986, and approved by
the Stockholders on April 1, 1986, and an additional 250,000 shares of Common
Stock added to the ESO Plan pursuant to an amendment adopted by the Board of
Directors on September 11, 1986, and approved by the Stockholders on June 19,
1987. The ESO Plan has been superseded by The Liposome Company 1996 Equity
Incentive Plan, which was adopted by the Board of Directors on March 7, 1996 and
approved by the Stockholders on May 9, 1996. An additional 1,000,000 shares of
Common Stock had been added to the ESO Plan pursuant to an amendment to the ESO
Plan adopted by the Board of Directors on March 3, 1995, and approved by the
Stockholders on May 11, 1995. However, since there are currently 1,111,380
shares authorized for issuance under the ESO Plan which can no longer become
issuable, the Company does not seek to register any additional shares for
issuance under the ESO Plan.
Registration Statement No. 33-66924 included an additional 500,000 shares
of Common Stock pursuant to an amendment to the 1986 Non-Qualified Stock Option
Plan (the "NQSO Plan") adopted by the Board of Directors on March 11, 1993, and
approved by the Stockholders on May 20, 1993. Registration Statement No.
33-49502 included 300,000 additional shares of Common Stock pursuant to an
amendment to the NQSO Plan adopted by the Board of Directors on May 16, 1991,
and approved by the Stockholders on May 21, 1992. Registration Statement No.
33-37270 included 200,000 additional shares of Common Stock pursuant to an
amendment to the NQSO Plan adopted by the Board of Directors on November 8,
1989, and approved by the Stockholders on May 24, 1990. Registration Statement
No. 33-10521 included 50,000 shares of Common Stock issuable originally under
the NQSO Plan adopted by the Board of Directors on February 13, 1986, and
approved by the Stockholders on April 1,1986, and an additional 100,000 shares
of Common Stock added to the NQSO Plan pursuant to an amendment adopted by the
Board of Directors on September 11, 1986, and approved by the Stockholders on
June 19, 1987. The NQSO Plan has been superseded by The Liposome Company 1996
Equity Incentive Plan, which was adopted by the Board of Directors on March 7,
1996, and approved by the Stockholders on May 9, 1996. There were 398,800
shares authorized for issuance under the NQSO Plan which can no longer become
issuable.
The contents of the above Registration Statements filed previously by the
Company with the Commission are incorporated by reference in their entirety
herein.
Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description of Document
5 Opinion of Carol J. Gillespie, Esq., including her consent.
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the Registration Statement, page
3).
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act the
Company 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 Township of Plainsboro, the State of New Jersey, on this 23rd
day of January, 1997.
THE LIPOSOME COMPANY, INC.
By: Charles A.
Baker
Charles A. Baker
Chairman of the Board,
Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles A. Baker and Carol J. Gillespie,
and each 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 (including
post-
effective 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 attorneys-in-fact and
agents and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 conforming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or 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 below by the following persons in the
capacities indicated on the 23rd day of January, 1997.
Signature Capacity
Charles A. Baker Chairman of the Board,
Charles A. Baker Chief Executive Officer,
President and Director
(Principal Executive Officer)
Brian J. Geiger Vice President, Finance
Brian J. Geiger (Principal Financial and Accounting
Officer)
James G. Andress Director
James G. Andress
Morton Collins Director
Morton Collins
Stuart F. Feiner Director
Stuart F. Feiner
Robert F. Hendrickson Director
Robert F. Hendrickson
Bengt Samuelsson Director
Bengt Samuelsson
Joseph T. Stewart, Jr. Director
Joseph T. Stewart, Jr.
Gerald Weissman Director
Gerald Weissmann
Horst Witzel Director
Horst Witzel
THE LIPOSOME COMPANY, INC.
___________________________
EXHIBITS
TO
REGISTRATION STATEMENT
ON
FORM S-8
___________________________
1986 Employee Stock Option Plan
1986 Non-Qualified Stock Option Plan
1991 Directors' Non-Qualified Stock Option Plan
Exhibit 5
January 23, 1997
The Liposome Company, Inc.
One Research Way
Princeton Forrestal Center
Princeton, New Jersey 08540-6619
Gentlemen:
On or about January 24, 1997, The Liposome Company, Inc. (the "Company")
will file with the Securities and Exchange Commission on Form S-8 its
Registration Statement ("Registration Statement") relating to the registration
of an additional 225,000 shares of Common Stock that may be issued or
transferred by the Company upon the exercise of stock options under the 1991
Directors' Non-Qualified Stock Option Plan (the "Plan").
With respect to the Company and shares of its Common Stock, I am of the
opinion that:
A. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
B. The 225,000 shares of Common Stock referred to above:
(i) are duly authorized; and
(ii) when issued and delivered in accordance with the terms of the
Plan, will be validly issued and outstanding, fully paid and
nonassessable.
In arriving at the foregoing opinion, I have examined corporate records,
plans, agreements and other documents of the Company.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
Carol J. Gillespie
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8, related to The Liposome Company 1996 Equity Incentive Plan, of our
report dated February 2, 1996 on our audits of the financial statements of The
Liposome Company, Inc.
Princeton, New Jersey
January 24, 1997
COOPERS & LYBRAND L.L.P.
