<PAGE> 1
As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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INTERNEURON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 04-3047911
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer I.D.
Incorporation) number)
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INTERNEURON PHARMACEUTICALS, INC.
99 Hayden Avenue
Lexington, MA 02173
(781) 861-8444
(Address and telephone number of Registrant's principal executive offices)
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1998 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
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Glenn L. Cooper, M.D., President
and Chief Executive Officer
INTERNEURON PHARMACEUTICALS, INC.
99 Hayden Avenue
Lexington, MA 02173
(781) 861-8444
(Address and telephone number of agent for service)
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Copy to:
Jill M. Cohen, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
(212) 687-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount Offering Price Aggregate Offering Amount of
Registered to be Registered Per Share (2) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001
par value............ 1,500,000 (1) $8.28125 $12,421,875 $3664.45
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</TABLE>
(1) Pursuant to Rule 416 promulgated under the Securities Act an additional
undeterminable number of shares of Common Stock is being registered to
cover any adjustment in the number of shares of Common Stock issuable
pursuant to the anti-dilution provisions of the 1998 Employee Stock
Option Plan.
(2) Based on the average of the high and low sales price of the Common
Stock as of March 27, 1998 and estimated solely for purposes of
calculating the registration fee pursuant to Rule 457(a) under the
Securities Act.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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PART I
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registration Statement on Form S-8 (File No. 333-_______),
filed by Interneuron Pharmaceuticals, Inc. (the "Company") on March 30, 1998,
and the documents listed below are hereby incorporated by reference into this
Registration Statement, and shall be deemed to be part hereof from the date of
filing such documents:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1997, including any documents or portions
thereof incorporated by reference therein and all amendments thereto;
2. The Company's definitive proxy statement dated
January 28, 1998, as amended, except the Compensation Committee Report on
executive compensation and the performance graph included in the proxy
statement, filed pursuant to Section 14 of the Exchange Act;
3. The Company's Report on Form 10-Q for the quarter
ended December 31, 1997;
4. The Company's Registration Statement on Form 8-A
declared effective on March 8, 1990, as amended, registering the Common Stock
under the Exchange Act; and
5. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, except the Compensation Committee Report on Executive
Compensation and the performance graph included in the Proxy Statement filed
pursuant to Section 14 of the Exchange Act. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified
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or superseded, to constitute a part of this Prospectus. The Company will provide
without charge to each person to whom this Prospectus is delivered, upon written
or oral request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference into such documents). Requests
for such documents should be directed to the Company, 99 Hayden Avenue,
Lexington, Massachusetts 02173, Attention: Chief Financial Officer, telephone
(781) 402-3404.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and By-Laws of the Company
provide that the Company shall indemnify any person to the full extent permitted
by the Delaware General Corporation Law.
Reference is hereby made to Section 145 of the Delaware
General Corporation Law relating to the indemnification of officers and
directors which Section is hereby incorporated herein by reference.
The Registrant also has Indemnification Agreements with its
officers and directors and has director and officer liability insurance.
Item 8. EXHIBITS.
5.1 - Opinion of Bachner, Tally, Polevoy & Misher LLP as to
legality
10.94* - 1998 Employee Stock Option Plan
23.1 - Consent of Coopers & Lybrand L.L.P. - Included on
II - 8
23.2 - Consent of Bachner, Tally, Polevoy & Misher LLP -
Included in Exhibit 5.1
24.1 - Power of Attorney - Included on II-4
- ----------
* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended December 31, 1997.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
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therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or controlling
persons pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 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 Lexington, County of Middlesex on the 27th day
of March, 1998.
INTERNEURON PHARMACEUTICALS, INC.
By: /s/ Glenn L. Cooper, M.D.
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Glenn L. Cooper, M.D.
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Glenn L.
Cooper, M.D. and Lindsay A. Rosenwald, M.D., with full power to act alone, his
true and lawful attorneys-in-fact, with the power of substitution, 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 full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact 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
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/S/ Glenn L. Cooper, M.D. President, Chief Executive March 27, 1998
- ----------------------------- Officer and Director
Glenn L. Cooper, M.D. (Principal Executive
Officer)
Chairman of the Board of , 1998
- ----------------------------- Directors
Lindsay A. Rosenwald, M.D.
/S/ Harry J. Gray Director March 27, 1998
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Harry J. Gray
Director , 1998
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Alexander M. Haig, Jr.
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/s/ Peter Barton Hutt Director March 27, 1998
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Peter Barton Hutt
/s/ Malcolm Morville PH.D. Director March 27, 1998
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Malcolm Morville, Ph.D.
/s/ Robert K. Mueller Director March 27, 1998
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Robert K. Mueller
/s/ Lee J. Schroeder Director March 27, 1998
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Lee J. Schroeder
/s/ David Sharrock Director March 27, 1998
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David Sharrock
Director , 1998
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Richard Wurtman, M.D.
/s/ Thomas F. Farb Executive Vice March 27, 1998
- ----------------------------- President, Treasurer
Thomas F. Farb and Chief Financial
Officer (Principal
Financial Officer)
/s/ Dale Ritter Vice President , March 27, 1998
- ----------------------------------- Corporate Controller
Dale Ritter (Principal Accounting
Officer)
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EXHIBIT INDEX
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5.1 - Opinion of Bachner, Tally, Polevoy & Misher LLP as to
legality
10.94* - 1998 Employee Stock Option Plan
23.1 - Consent of Coopers & Lybrand L.L.P. - Included on
II-8
23.2 - Consent of Bachner, Tally, Polevoy & Misher LLP -
Included in Exhibit 5.1
24.1 - Power of Attorney - Included on II-4
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* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended December 31, 1997.
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Exhibit 5.1
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March 30, 1998
Interneuron Pharmaceuticals, Inc.
One Ledgemont Center
99 Hayden Avenue
Lexington, MA 02173
Gentlemen:
You have requested our opinion with respect to the issuance by the
Company of an aggregate of 1,500,000 shares (the "Shares") of Common Stock, par
value $.001 per share, of Interneuron Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), issuable upon exercise of options pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect to
such, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of officers and responsible employees and agents of the
Company.
Based upon the foregoing, it is our opinion that the Shares issuable
upon exercise of options will be, when sold, paid for and issued as contemplated
by the terms of the options duly and validly issued and fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and to the use of our name under "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
BACHNER, TALLY, POLEVOY & MISHER LLP
JMC:brf
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Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Interneuron Pharmaceuticals, Inc. on Form S-8 of our report dated
December 4, 1997 on our audits of the consolidated financial statements of
Interneuron Pharmaceuticals, Inc. as of September 30, 1997 and 1996 and for each
of the three years in the period ended September 30, 1997 appearing in the
Annual Report on Form 10-K for the fiscal year ended September 30, 1997 (SEC
File No. 0- 18728) of Interneuron Pharmaceuticals, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
March 27, 1998
