<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1998
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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1989 STOCK PLAN, AS AMENDED
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS AMENDED
(Full title of the plans)
---------------------
Edward C. Hall
Vice President, Finance,
Chief Financial Officer and Secretary
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)
----------------------
Copies to:
Frederick T. Muto, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(619) 550-6000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE OFFERING REGISTRATION
PER SHARE (2) PRICE (2) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock, $.01 1,600,000 shares(1) $1.1875 $1,900,000 $560.50
par value
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</TABLE>
(1) Represents the additional number of shares authorized for issuance under
the 1989 Stock Plan, the 1991 Employee Stock Purchase 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 August 26, 1998 as reported
on the Nasdaq National Market.
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<PAGE>
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, 33-81236, and 33-11577 filed with the Securities and Exchange
Commission on December 4, 1991, September 24, 1993, July 7, 1994 and September
9, 1996, respectively, are incorporated by reference herein.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1)
4.2 By-laws of the Registrant. (1)
4.3 Preferred Share Purchase Rights Plan. (2)
4.4 Form of Certificate of Amendment to the Registrant's
Amended and Restated Certificate of Incorporation. (3)
4.5 Certificate of Designation of the Series B Convertible
Preferred Stock. (4)
4.6 Certificate of Amendment to the Registrant's Amended and
Restated Certificate of Incorporation. (5)
4.7 Certificate of Increase of Series A Junior Participating
Preferred Stock (5)
4.8 Specimen stock certificate. (1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP 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. (5)
99.2 1994 Non-Employee Directors' Stock Option Plan, as
amended. (5)
99.3 Employee Stock Purchase Plan, as amended. (5)
- ----------------------
1.
<PAGE>
(1) Filed as an exhibit to the Registrant's Form S-1 Registration Statement
(No. 33-43356) or amendments thereto and incorporated herein by
reference.
(2) Incorporated by reference to the Registrant's Form 8-K, dated March 19,
1993.
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1994, filed on March 31,
1995.
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1997, filed on March 31,
1998.
(5) Filed as an exhibit to the Quarterly Report on Form 10-Q, for the
quarter ended June 30, 1998, filed with the Securities and Exchange
Commission on August 14, 1998, and incorporated herein by reference.
2.
<PAGE>
SIGNATURES
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 August 28, 1998.
CYTEL CORPORATION
By: /s/ Virgil Thompson
---------------------------------------------
Virgil 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 Edward C. Hall, 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>
<CAPTION>
<S> <C> <C>
/s/ Virgil Thompson President, Chief Executive August 28, 1998
- ----------------------------------- Officer and Director (PRINCIPAL
Virgil Thompson EXECUTIVE OFFICER)
/s/ Edward C. Hall Vice President, Finance, Chief August 28, 1998
- ----------------------------------- Financial Officer and Secretary
Edward C. Hall (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Howard E. Greene, Jr. Chairman of the Board of August 28, 1998
- ----------------------------------- Directors
Howard E. Greene, Jr.
/s/ David L. Anderson Director August 28, 1998
- -----------------------------------
David L. Anderson
/s/ William T. Comer, Ph.D. Director August 28, 1998
- -----------------------------------
William T. Comer, Ph.D.
/s/ James C. Paulson, Ph.D. Vice President, Chief August 28, 1998
- ----------------------------------- Scientific Officer, General
James C. Paulson, Ph.D. Manager, Glytec(TM) and Director
/s/ Robert L. Roe, M.D. Executive Vice President, Chief August 28, 1998
- ----------------------------------- Operating Officer and Director
Robert L. Roe, M.D.
/s/ Nancy D. Rasmussen Director August 28, 1998
- -----------------------------------
Nancy D. Rasmussen
/s/ David L. Mahoney Director August 28, 1998
- -----------------------------------
David L Mahoney
/s/ Nicole Vitullo Director August 28, 1998
- -----------------------------------
Nicole Vitullo
3.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- ----------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1) *
4.2 By-laws of the Registrant. (1) *
4.3 Preferred Share Purchase Rights Plan. (2) *
4.4 Form of Certificate of Amendment to the Registrant's
Amended and Restated Certificate of Incorporation. (3) *
4.5 Certificate of Designation of the Series B Convertible
Preferred Stock. (4) *
4.6 Certificate of Amendment to the Registrant's Amended
and Restated Certificate of Incorporation. (5) *
4.7 Certificate of Increase of Series A Junior Participating
Preferred Stock (5) *
4.8 Specimen Stock Certificate. (1) *
5.1 Opinion of Cooley Godward LLP. 7
23.1 Consent of Ernst & Young LLP, Independent Auditors. 8
23.2 Consent of Cooley Godward LLP. *
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. (5) *
99.2 1994 Non-Employee Directors' Stock Option Plan, as amended. (5) *
99.3 Employee Stock Purchase Plan, as amended. (5) *
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</TABLE>
(1) Filed as an exhibit to the Registrant's Form S-1 Registration Statement
(No. 33-43356) or amendments thereto and incorporated herein by
reference.
4.
<PAGE>
(2) Incorporated by reference to the Registrant's Form 8-K, dated March 19,
1993.
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1994, filed on March 31,
1995.
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1997, filed on March 31,
1998.
(5) Filed as an exhibit to the Quarterly Report on Form 10-Q, for the
quarter ended June 30, 1998, filed with the Securities and Exchange
Commission on August 14, 1998, and incorporated herein by reference.
5.
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
August 27, 1998
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 1,600,000 shares of the Company's
Common Stock, $.01 par value (the "Shares") pursuant to the Company's 1989 Stock
Plan, as amended, 1994 Non-Employee Directors' Stock Option Plan, as amended and
1991 Employee Stock Purchase Plan, as amended (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement
and related prospectuses, the Plans, the Company's 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 applicable Plan and
the Registration Statement and related prospectus will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Frederick T. Muto
----------------------------------
Frederick T. Muto
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, as amended, Employee Stock Purchase
Plan, as amended and the 1994 Non-Employee Directors' Stock Option Plan, as
amended, of Cytel Corporation of our report dated February 5, 1998 except for
Note 10, as to which the date is February 27, 1998, with respect to the
consolidated financial statements of Cytel Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
August 28, 1998
