<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYTEL CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 33-0245076
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3525 John Hopkins Court
San Diego, California 92121
Address of principal executive offices) (Zip code)
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1989 STOCK PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
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Karin Eastham
Vice President, Finance and Administration and
Chief Financial Officer
CYTEL CORPORATION
3525 John Hopkins Court
San Diego, California 92121
(Name and address of agent for service)
(619) 552-3000
(Telephone number, including area code, of agent for service)
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Copies to:
Frederick T. Muto, Esq.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
4365 Executive Drive, Suite 1100
San Diego, California 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (2) OFFERING PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,500,000 shares(1) $2.81 $4,215,000 $1,453.45
=====================================================================================================================
</TABLE>
(1) Represents the additional number of shares authorized for issuance on
a combined basis under both the 1989 Stock Plan and the 1994
Non-Employee Directors' Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and
the aggregate offering price are calculated on the basis of the high
and low sales prices of Registrant's Common Stock on September 4, 1996
as reported on the Nasdaq National Market.
- --------------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE> 2
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statements on Form S-8 Nos. 33-44335,
33-69350 and 33-81236 filed with the Securities and Exchange Commission on
December 4, 1991, September 24, 1993 and July 7, 1994, respectively, are
incorporated by reference herein.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended. (1)
4.2 Bylaws of the Registrant. (1)
4.3 Specimen stock certificate. (2)
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1
to this Registration Statement.
24.1 Power of Attorney is contained on the signature page.
99.1 1989 Stock Plan, as amended March 15, 1996. (3)
99.2 1994 Non-Employee Directors' Stock Option Plan. (3)
</TABLE>
________________
(1) Filed as an exhibit to the Registrant's Form S-3 Registration
Statement (No. 33-96000), filed on August 18, 1995, and incorporated
herein by reference.
(2) Filed as an exhibit to the Registrant's Form S-1 Registration
Statement (No. 33-43356) or amendments thereto and incorporated herein
by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996, and incorporated herein by reference.
<PAGE> 3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 September 6, 1996.
CYTEL CORPORATION
By: /s/ VIRGIL D. THOMPSON
-------------------------------------
Virgil D. Thompson
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Virgil Thompson and Karin Eastham, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the undersigned and in his
or her 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 and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his
or her substitutes or substitute, 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.
<TABLE>
<S> <C> <C>
/s/ Virgil D. Thompson President, Chief Financial September 6, 1996
- ------------------------------- Officer and Director (Principal
Virgil D. Thompson Executive Officer)
/s/ Karin Eastham Vice President, Finance and September 6, 1996
- ------------------------------- Administration and Chief
Karin Eastham Financial Officer (Principal
Financial and Accounting Officer)
/s/ Howard E. Greene, Jr. Chairman of the Board and September 6, 1996
- ------------------------------- Director
Howard E. Greene, Jr.
/s/ David L. Anderson Director September 6, 1996
- -------------------------------
David L. Anderson
/s/ William T. Comer Director September 6, 1996
- -------------------------------
William T. Comer, Ph.D.
/s/ James C. Paulson Vice President, Immune September 6, 1996
- ------------------------------- Suppression and Glycotechnology
James C. Paulson, Ph.D. and Director
/s/ Robert L. Roe, M.D. Executive Vice President, Chief September 6, 1996
- ------------------------------- Operating Officer and Director
Robert L. Roe, M.D.
/s/ Harvey S. Sadow Director September 6, 1996
- -------------------------------
Harvey S. Sadow, Ph.D
/s/ Nicole Vitullo Director September 6, 1996
- -------------------------------
Nicole Vitullo
</TABLE>
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ---------- ----------- -------
<S> <C> <C>
4.1 Registrant's Amended and Restated Certificate of Incorporation,
as amended. (1) *
4.2 Registrant's Amended By-laws. (1) *
4.3 Specimen Stock Certificate. (2) *
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum. *
Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3. *
99.1 1989 Stock Plan, as amended March 15, 1996. (3) *
99.2 1994 Non-Employee Directors' Stock Option Plan. (3) *
</TABLE>
_________________
(1) Filed as an exhibit to the Registrant's Form S-3 Registration Statement
(No. 33-96000), filed on August 18, 1995, and incorporated herein by
reference.
(2) Filed as an exhibit to the Registrant's Form S-1 Registration Statement
(No. 33-43356) or amendments thereto and incorporated herein by
reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 25, 1996, and incorporated herein by reference.
4
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD CASTRO HUDDLESON & TATUM LETTERHEAD]
September 6, 1996
Cytel Corporation
3525 John Hopkins Court
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cytel Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 1,500,000 shares of the
Company's Common Stock, $.01 par value, (the "Shares") on a combined basis
pursuant to its 1989 Stock Plan, as amended, and its 1994 Non-Employee
Directors' Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, your Amended and Restated Certificate of Incorporation, as amended,
and By-Laws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Frederick T. Muto
------------------------------
Frederick T. Muto
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1989 Stock Plan and the 1994 Non-Employee
Directors' Stock Option Plan of Cytel Corporation of our report dated February
1, 1996, with respect to the consolidated financial statements of Cytel
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
September 5, 1996
