<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3060271
(State of incorporation) (I.R.S. Employer Identification No.)
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256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 244-6800
(Address and telephone number of Principal Executive Offices)
1991 EQUITY INCENTIVE PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
VAUGHN M. KAILIAN
PRESIDENT
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 244-6800
(Name, address, including zip code, and telephone number,
including are code of agent for service)
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Copies to:
ROBERT L. JONES, ESQ.
JULIE M. ROBINSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $.0001) 900,000 shares $9.813 $8,831,700 $2,676.27
=======================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act
of 1933, as amended. The price per share and aggregate offering price are
based upon the average of the high and low price of Registrant's Common
Stock on July 18, 1997 as reported on the Nasdaq National Market, for (i)
600,000 shares reserved for future grants under the 1991 Equity Incentive
Plan and (ii) 300,000 shares issuable under the 1991 Employee Stock
Purchase Plan.
<PAGE> 2
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-42912, FORM S-8 NO. 33-66296
AND FORM S-8 NO. 33-82306
The contents of Registration Statement on Form S-8 No. 33-42912 filed
with the Securities and Exchange Commission on September 25, 1991, Form S-8 No.
33-66296 filed with the Securities and Exchange Commission July 22, 1993 and
Form S-8 No. 33-82306 filed with the Securities and Exchange Commission on
August 2, 1994 are incorporated by reference herein, with those changes set
forth below.
EXHIBITS
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1991 Equity Incentive Plan, as amended.
99.2* 1991 Employee Stock Purchase Plan, as amended.
- ---------------
* Incorporated by reference from Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 0-19290), and incorporated herein
by reference.
2.
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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 South San Francisco, State of California, on
July 21, 1997.
COR THERAPEUTICS, INC.
By: /s/ Vaughn M. Kailian
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Vaughn M. Kailian
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vaughn M. Kailian and Laura A. Brege, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, 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 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
3.
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SIGNATURES
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
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<S> <C> <C>
/s/ VAUGHN M. KAILIAN President, Chief Executive July 10, 1997
- ---------------------------------------- Officer and Director
Vaughn M. Kailian (Principal Executive Officer)
/s/ LAURA A. BREGE Vice President, Finance and Chief July 10, 1997
- ---------------------------------------- Chief Financial Officer
Laura A. Brege (Principal Financial Officer)
/s/ PETER S. RODDY Director, Finance and Controller July 10, 1997
- ---------------------------------------- (Principal Accounting Officer)
Peter S. Roddy
/s/ SHAUN R. COUHLIN, M.D., PH.D. Director July 10, 1997
- ----------------------------------------
Shaun R. Coughlin, M.D., Ph.D.
/s/ JAMES T. DOLUISIO, PH.D. Director July 10, 1997
- ----------------------------------------
James T. Doluisio, Ph.D.
/s/ JERRY T. JACKSON Director July 10, 1997
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Jerry T. Jackson
/s/ ERNEST MARIO, PH.D. Director July 10, 1997
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Ernest Mario, Ph.D.
/s/ ROBERT R. MOMSEN Director July 10, 1997
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Robert R. Momsen
/s/ LLOYD HOLLINGSWORTH SMITH, JR., M.D. Director July 10, 1997
- ----------------------------------------
Lloyd Hollingsworth Smith, Jr., M.D.
/s/ WILLIAM H. YOUNGER, JR. Director July 10, 1997
- ----------------------------------------
William H. Younger, Jr.
</TABLE>
4.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
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 pages.
*99.1 1991 Equity Incentive Plan, as amended.
*99.2 1991 Employee Stock Purchase Plan, as amended.
</TABLE>
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* Incorporated by reference from Registrant's Annual Report on 10-K for the
fiscal year ended December 31, 1996 (File No. 0-19290), and incorporated herein
by reference.
5.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
July 21, 1997
COR THERAPEUTICS, INC.
256 East Grand Avenue
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cor Therapeutics, Inc. (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 900,000 shares of the
Company's Common Stock, $.0001 par value, (the "Shares") pursuant to its 1991
Equity Incentive Plan and the 1991 Employee Stock Purchase Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, the Company's Restated Certificate of Incorporation, as
amended, and Restated By-laws, 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, the
Registration Statement and related Prospectuses, 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/ Andrei M. Manoliu
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Andrei M. Manoliu
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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 1991 Equity Incentive Plan and the 1991 Employee Stock
Purchase Plan of COR Therapeutics, Inc. of our report dated January 23, 1997,
with respect to the financial statements and schedules of COR Therapeutics, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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Palo Alto, California
July 17, 1997
