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As Filed with the Securities and Exchange Commission on November 17, 1995
Registration No. ________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AGOURON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 33-0061928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10350 North Torrey Pines Road
La Jolla, California 92037
(Address of Principal Executive Offices)
AGOURON PHARMACEUTICALS, INC., 1990 STOCK OPTION PLAN
(Full title of plan)
PETER JOHNSON
Agouron Pharmaceuticals, Inc.
10350 North Torrey Pines Road
La Jolla, California 92037
(619) 622-3000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of Amount to Proposed Proposed Amount of
securities be Maximum Maximum Registration
to be registered(1) offering Aggregate Fee
registered price per Offering
unit(2) Price(2)
_____________________________________________________________________________
Common
Stock No 1,000,000 $29.00 $29,000,000 $10,000.00
par Value Shares
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of
1933.
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Part II
Information Required in the Registration Statement
This Registration Statement is filed with respect to the registration of
additional securities of the same class as other securities for which
registration statements (Registration Numbers 33-38895, 33-58214 and
33-89352) filed on this form relating to the same Agouron Pharmaceuticals,
Inc., 1990 Stock Option Plan are effective. Pursuant to General Instruction
E of this form, the contents of the registration statements filed with the
Securities and Exchange Commission on February 6, 1991, Registration Number
33-38895, on February 11, 1993, Registration Number 33-58214 and on February
10, 1995, Registration Number 33-89352 are incorporated herein by reference.
Additionally, the following documents are incorporated herein by reference:
(a) Agouron Pharmaceuticals, Inc. 1995 Annual Report.
(b) Agouron Pharmaceuticals, Inc. Form 10-K for the year ended
June 30, 1995.
(c) Agouron Pharmaceuticals, Inc. Form 10-Q for the quarter
ended September 30, 1995.
Item 8. Exhibits.
5 Opinion of Counsel regarding legality.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney (contained on the signature page of this
Registration Statement).
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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
November 16, 1995.
AGOURON PHARMACEUTICALS, INC.
November 16, 1995 By /s/ Peter Johnson
_____________________________________
Peter Johnson
President, Principal Executive Officer
November 16, 1995 By /s/ Steven S. Cowell
_____________________________________
Steven S. Cowell
Vice President, Finance, Chief Financial
Officer and Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter Johnson and Gary E. Friedman, or any of
them, his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
under documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents 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 and to all intents
and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
_________ _____ _____
/s/ Peter Johnson President, Principal Executive November 16, 1995
________________________
Peter Johnson Officer, and Director
/s/ Steven S. Cowell Vice President, Finance, Chief November 16, 1995
________________________
Steven S. Cowell Financial Officer and Principal
Accounting Officer
/s/ Gary E. Friedman Vice President and General November 16, 1995
________________________
Gary E. Friedman Counsel, Secretary and Director
/s/ John N. Abelson Director November 16, 1995
________________________
John N. Abelson
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Signature Title Date
_________ _____ _____
/s/ Patricia M. Cloherty Director November 16, 1995
________________________
Patricia M. Cloherty
/s/ A.E. Cohen Director November 16, 1995
________________________
A.E. Cohen
/s/ Michael E. Herman Director November 16, 1995
________________________
Michael E. Herman
/s/ Irving S. Johnson Director November 16, 1995
________________________
Irving S. Johnson
/s/Antonie T. Knoppers Director November 16, 1995
________________________
Antonie T. Knoppers
/s/ Melvin I. Simon Director November 16, 1995
________________________
Melvin I. Simon
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EXHIBIT INDEX
EXHIBIT Page
_______ ____
5 Opinion of Counsel regarding legality.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney (contained on signature page of this
Registration Statement).
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Exhibit 5
November 16, 1995
AGOURON PHARMACEUTICALS, INC.
10350 North Torrey Pines Road
La Jolla, California 92037
Gentlemen:
As General Counsel for Agouron Pharmaceuticals, Inc. (the "Company"), a
California corporation, I have examined and am familiar with its Articles of
Incorporation, its Bylaws, and its various corporate records and proceedings
relating to its incorporation. I am also familiar with the proceedings taken
by the Board of Directors and stockholders of the Company to amend the
Agouron Pharmaceuticals, Inc. 1990 Stock Option Plan (the "Plan"), through
which amendment as of the date hereof the Company may issue and sell up to an
additional 1,000,000 shares of its Common Stock (no par value), for a total
of 3,500,000 shares of Common Stock issuable under the Plan, subject to
possible adjustment, to eligible officers, directors, employees and
consultants of the Company under the terms and conditions set forth in the
Plan. I have also examined such other matters and made such other inquiries
as I deem relevant to the opinion expressed below.
I am of the opinion that said additional 1,000,000 shares of Common Stock of
the Company, when paid for and issued in accordance with the Plan, will be
legally issued and validly outstanding shares of the Common Stock of the
Company, fully paid and non-assessable.
I am hereby consenting to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Company's Registration Statement on
Form S-8 in connection with the Plan, and any amendments thereto.
Sincerely,
/s/ Gary E. Friedman, Esq.
Gary E. Friedman, Esq.
Vice President and General Counsel
GEF:hah
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 25, 1995, except as to
Notes 1, 4 and 9, which are as of August 24, 1995, which appears on
page 28 of the fiscal 1995 Annual Report to Shareholders of Agouron
Pharmaceuticals, Inc.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Diego, California
November 15, 1995
