<PAGE>
As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 33-..................
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 33-0311631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10655 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
_________
PROTEIN POLYMER TECHNOLOGIES, INC.
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
J. THOMAS PARMETER
Chairman & Chief Executive Officer
PROTEIN POLYMER TECHNOLOGIES, INC.
10655 Sorrento Valley Road
San Diego, California 92121
(Name and address of agent for service)
(619) 558-6064
(Telephone number, including area code, of agent for service)
_________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 250,000(2) $2.00 $500,000 $151.52
Options to purchase shares of Common 250,000(3) $ -0-(3) $ -0-(3) $ -0-(3)
Stock, par value $.01 per share (3)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The Proposed Maximum Aggregate Offering Price is based
on the last sale price as quoted on the National Association of Securities
Dealers Automated Quotation System on April 8, 1997 of $2.00 per share with
respect to the 250,000 shares issuable under the Company's 1996 Non-
Employee Directors' Stock Option Plan.
(2) This Registration Statement covers, in addition to such number of shares
issuable upon exercise of the Options to be granted under the Company's
1996 Non-Employee Directors' Stock Option Plan, an indeterminate number of
additional shares which may become subject to Options as a result of the
adjustment provisions of the Plan. The registration fee is calculated only
on the stated number of shares.
(3) The Options to be registered hereunder are being registered for the sole
purpose of permitting the Company to qualify the Options by coordination in
California. Because the Options will be distributed without charge to Plan
participants, no separate registration fee is required.
================================================================================
<PAGE>
PART II/1/
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:
(a) The Annual Report on Form 10-KSB of Protein Polymer Technologies, Inc.
(the "Company" or "Registrant") for the fiscal year ended December 31,
1996 filed with the Securities and Exchange Commission (the
"Commission") on March 27, 1997 pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement under the Exchange Act on Form 8-A,
filed with the Commission on December 11, 1991, as amended by Form 8
filed on January 17, 1992.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, 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, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.
- -------------------
/1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 promulgated under the
Securities Act and the Note to Part I of Form S-8.
-2-
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
STOCK OPTIONS. Under the Company's 1996 Non-Employee Directors' Stock
Option Plan (the "Plan"), the Company may grant Options to directors of the
Company who are not employees of the Company nor of any of its present or future
parent or subsidiary corporations ("Participating Directors") to purchase up to
an aggregate of 250,000 shares of common stock, par value $.01 per share of the
Company (the "Common Stock"), subject to adjustment for stock splits, stock
dividends or similar capital adjustments. As of April 10, 1997, there were
outstanding 35,000 Options to purchase shares of Common Stock under the Plan.
Options to be granted pursuant to the Plan consist of nonstatutory stock options
which may be granted to Participating Directors of the Company. Options are
evidenced by stock option agreements (the "Option Agreements") entered into
between the Company and each optionee. The Plan requires each Option Agreement
to be signed by the Company and the Participating Director and to be in such
form and include such terms and conditions not inconsistent with the Plan as the
Board or, if and to the extent the Board delegates any of its authority under
the Plan, the Committee (as applicable, the "Administrator") may in its
discretion from time to time determine.
The exercise price of the Options must be equal to the fair market
value of the Common Stock on the date of grant. The fair market value of the
Common Stock is defined as (a) the mean between the highest and the lowest
reported sales prices for the Common Stock on that date (or, if there were no
such sales on that date, on the next most recent date on which there were such
sales) as reported on the New York Stock Exchange Composite Tape; or (b) if the
Common Stock is not then listed on a national securities exchange, (i) the mean
between the closing bid and asked price quotations for the Common Stock on that
date (or if none on that date, on the next most recent date) as reported by the
National Association of Securities Dealers Automatic Quotation System or any
successor thereto, or (ii) the closing price of the Common Stock on NASDAQ if
the Common Stock is designated as a National Market Security.
If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all the
property of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (i) the maximum number and kind of
shares or other securities provided in the Plan, (ii) the number and kind of
shares or other securities subject to the then-outstanding Options, (iii) the
price for each share or other unit or any other securities subject to then-
outstanding Options without change in the aggregate purchase price or value as
to which such Options remain exercisable and (iv) the number, kind and price of
shares or other securities to be granted pursuant to the Plan.
-3-
<PAGE>
Notwithstanding the foregoing paragraph, upon dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company with one or more corporations as a result of which the Company is
not the surviving corporation or as a result of which the outstanding Common
Stock is converted into or exchanged for cash or securities of another issuer or
both, or upon the sale of all or substantially all the assets of the Company,
all restrictions applicable to the exercise of outstanding Options shall
continue in full force and effect and provision shall be made in connection with
such transaction for the continuance of the Plan and the assumption of the
outstanding Options by or the substitution for such Options of new options
covering the stock of the successor corporation, or a parent or subsidiary
thereof or the Company, with appropriate and proportionate adjustment in (i) the
number and kind of shares or other securities or cash or other property subject
to such Options and (ii) the price for each share or other unit of any other
securities or cash or other property subject to such Options without change in
the aggregate purchase price or value as to which such Options remain
exercisable; provided, however, that if no public market exists for the Common
Stock or the other securities or property which would be subject to such Options
after consummation of such transaction, such Options shall be converted into the
right to receive, upon exercise thereof, an amount of cash equal to the amount
determined by the Administrator to be the fair market value on the effective
date of such transaction of the stock, other securities, cash and other property
that a share of Common Stock is entitled to receive, or into which it is
converted, pursuant to such transaction.
Upon the exercise of an Option, the purchase price will be payable in
full in cash or its equivalent acceptable to the Company. In the discretion of
the Administrator, the purchase price may be paid by the assignment and delivery
to the Company of shares of Common Stock or a combination of cash and such
shares equal in value to the exercise price. Any shares so assigned and
delivered to the Company in payment or partial payment of the purchase price
will be valued at their fair market value on the exercise date.
The grant of any Option under the Plan may also be subject to such
other provisions (whether or not applicable to the Option awarded to any other
Participating Director) as the Administrator determines appropriate including,
without limitation, provisions to assist the Participating Director in financing
the purchase of Common Stock through the exercise of Options, provisions for the
forfeiture of or restrictions on resale or other disposition of shares acquired
under any form of benefit, provisions giving the Company the right to repurchase
shares acquired under any form of benefit in the event the Participating
Director elects to dispose of such shares, provisions to comply with federal and
state securities laws and federal and state income tax withholding requirements
and to such approvals by any regulatory or governmental agency which may be
necessary or advisable in connection therewith.
In connection with the administration of the Plan or the grant of any
Option, the Administrator may impose such further limitations or conditions as
in its opinion may be required or advisable to satisfy, or secure the benefits
of, applicable regulatory requirements
-4-
<PAGE>
(including those rules promulgated under Section 16 of the Exchange Act or those
rules that facilitate exemption from or compliance with the Securities Act or
the Exchange Act), the requirements of any stock exchange upon which such shares
or shares of the same class are then listed, or of NASDAQ if applicable, and any
blue sky or other securities laws applicable to such shares.
If a Participating Director's services as a member of the Company's
board of directors terminates by reason of death, disability or normal board
retirement, an Option granted under the Plan held by such Participating Director
shall be automatically accelerated with respect to its exercisability and shall
become immediately exercisable in full for the remaining number of shares of
Common Stock subject to such Option for three years after the date of such
termination or until the expiration of the stated term of such Option, whichever
period is shorter, and thereafter such Option shall terminate; provided,
however, that if a Participating Director dies or suffers a disability during
said three year period after normal board retirement such Option shall remain
exercisable in full for a period of three years after the date of such death or
disability or until the expiration of the stated term of such Option, whichever
period is shorter, and thereafter such Option shall terminate. If a
Participating Director's services as a member of the Company's board of
directors terminates for any other reason, any portion of an Option granted
under the Plan held by such Participating Director which is not then exercisable
shall terminate and any portion of such Option which is then exercisable may be
exercised for three months after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate; provided, however, that if a
Participating Director dies or suffers a disability during such three month
period, such Option may be exercised for a period of one year after the date of
such Participating Director's death or disability or until the expiration of the
stated term of such Option, whichever period is shorter, in accordance with its
terms, but only to the extent exercisable on the date of the Participating
Director's death or disability.
Options shall not be transferable by the Participating Directors other
than by will or the laws of descent and distribution, and during the lifetime of
any Participating Director shall be exercisable only by such Participating
Director, except that to the extent permitted by applicable law, and Rule 16b-3
promulgated under the Exchange Act, the Administrator may permit a Participating
Director to designate in writing during his lifetime a beneficiary to receive
and exercise Options in the event of such Participating Director's death.
Following the death of a Participating Director, Options held by such
Participating Director shall be exercisable, in accordance with their terms, by
such designated beneficiary or, if no such beneficiary has been designated, by
the Participating Director's estate or by the person or persons who acquire the
right to exercise it by bequest or inheritance. Any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any Option granted hereunder, contrary to the
provisions of the Plan, shall be void and ineffective, shall give no rights to
the purported transferee, and shall at the sole discretion of the Administrator
result in forfeiture of such Option with respect to the shares involved in such
attempt.
-5-
<PAGE>
No person is entitled to the privileges of stock ownership in respect
of stock which are subject to Options under the Plan until such person has
become the holder of record of such shares.
COMMON STOCK. Not applicable; the class of the Company's Common Stock
to be offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide generally for indemnification of
officers, directors, agents and employees of the Company to the extent
authorized by the Delaware General Corporation Law. Pursuant to Section 145 of
the Delaware General Corporation Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. With respect to suits by or in the right of a
corporation, however, indemnification is not available if such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate. In addition, a corporation has the power to
purchase and maintain insurance for such persons. The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
As permitted by Section 102 of the Delaware General Corporation Law,
the Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Company and its stockholders arising from
a breach of a director's fiduciary duty, except for liability under Section 174
of the Delaware General Corporation Law or liability for any breach of the
director's duty of loyalty to the Company or its stockholders, for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law or for any transaction in which the director derived an
improper personal benefit.
The Company has entered into supplemental indemnification agreements
with each of its directors and executive officers. These agreements provide
broader indemnity rights than those provided under the Delaware General
Corporation Law and the Company's Bylaws. The indemnification agreements are
not intended to deny or otherwise limit third-party or derivative suits against
the Company or its directors or officers, but to the extent a director or
officer were entitled to indemnity or contribution under the
-6-
<PAGE>
indemnification agreement, the financial burden of a third-party suit would be
borne by the Company, and the Company would not benefit from derivative
recoveries against the director or officer. Such recoveries would accrue to the
benefit of the Company but would be offset by the Company's obligations to the
director or officer under the indemnification agreement. The Company's Bylaws
authorize the Company to purchase and maintain insurance on behalf of its
present and former directors, officers, employees and agents, whether or not the
Company would have power to indemnify such persons. The Company from time to
time maintains directors' and officers' liability insurance in amounts it deems
appropriate.
The above discussion of the Company's Bylaws, Certificate of
Incorporation and indemnification agreements and of Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in its
entirety by such Bylaws, Certificate of Incorporation, indemnification
agreements and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
-------
4.1 The Company's 1996 Non-Employee Directors' Stock Option
Plan.(*)
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).
- ----------
* Incorporated by reference to the Annual Report on Form 10-KSB of the
Company for the fiscal year ended December 31, 1996 filed with the
Commission on March 27, 1997 pursuant to the Exchange Act.
-7-
<PAGE>
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
-------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 the
initial bona fide offering thereof; and
(3) To remove from registration by means of post-effective
amendment any of the securities which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
-8-
<PAGE>
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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
-9-
<PAGE>
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 April 11, 1997.
PROTEIN POLYMER TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ J. THOMAS PARMETER
--------------------------------------
J. Thomas Parmeter
President & Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints J. Thomas Parmeter and Aron P. Stern, and
each of them, his true and lawful attorney-in-fact and agent, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement
and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. Thomas Parmeter Chairman of the Board, President April 11, 1997
- ------------------------ and Chief Executive Officer
J. Thomas Parmeter (Principal Executive Officer)
/s/ Aron P. Stern Vice President-Finance and Chief April 11, 1997
- ------------------------ Financial Officer (Principal Financial
Aron P. Stern and Accounting Officer)
- ------------------------ Director
Edward E. David
/s/ George R. Walker Director April 11, 1997
- -------------------------
George R. Walker
Director
- ------------------------
Brent R. Nicklas
/s/ Russell T. Stern Director April 11, 1997
- ------------------------
Russell T. Stern
/s/ Bertram I. Rowland Director April 11, 1997
- -------------------------
Bertram I. Rowland
/s/ Philip J. Davis Director April 11, 1997
- -------------------------
Philip J. Davis
/s/ Edward J. Hartnett Director April 11, 1997
- -------------------------
Edward J. Hartnett
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibits
--------
4.1 1996 Non-Employee Directors' Stock Option Plan.(*)
5.1 Opinion of counsel as to legality of securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).
------------
* Incorporated by reference to the Annual Report on Form 10-KSB of the
Company for the fiscal year ended December 31, 1996 filed with the
Commission on March 27, 1997 pursuant to the Exchange Act.
-12-
<PAGE>
EXHIBIT 5.1
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071-2371
Telephone (213) 683-6000
Facsimile (213) 627-0705
April 10, 1997
16151.74007
Protein Polymer Technologies, Inc.
10655 Sorrento Valley Road
San Diego, California 92121
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Protein Polymer
Technologies, Inc., a Delaware corporation (the "Company"), for filing as
Exhibit 5.1 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
issuance by the Company of options (the "Options") pursuant to the Company's
1996 Non-Employee Directors' Stock Option Plan (the "Plan") to purchase up to
250,000 shares (the "Shares") of its Common Stock, $.01 par value, and the
issuance and sale of the Shares upon the exercise of the Options.
We have examined the Certificate of Incorporation and Bylaws, each as
amended to date, of the Company, and the originals, or copies certified or
otherwise identified, of records of corporate action of the Company as furnished
to us by the Company, certificates of public officials and of representatives of
the Company, and such other instruments and documents as we deemed necessary, as
a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us and the conformity to original
documents submitted to us as certified or photostatic copies.
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion
<PAGE>
Protein in Polymer Technologies, Inc.
April 10, 1997
Page 2
that: (1) the Options, when issued in the manner contemplated by the
Registration Statement and in accordance with the Plan, will be validly issued;
and (2) the Shares, when purchased and issued as described in the Registration
Statement and in accordance with the Plan, will be validly issued, fully paid
and nonassessable.
We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law as
in effect on the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
<PAGE>
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 Protein Polymer Technologies, Inc. 1996 Non-Employee
Directors' Stock Option Plan of our report dated January 30, 1997, with respect
to the financial statements of Protein Polymer Technologies, Inc., included in
its Annual Report (Form 10-KSB) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Diego, California
April 9, 1997
