<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1999
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.)
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-6800
(Address of principal executive offices)
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
VAUGHN M. KAILIAN
PRESIDENT
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-6800
(Name, address, including zip code, and telephone number,
including area 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, CA 94306-2155
(650) 843-5000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $.0001) 400,000 shares $23.50 $9,400,000 $2,615.00
======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on August 26, 1999 as reported on
the Nasdaq National Market.
<PAGE> 2
The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
OFFERING PRICE AGGREGATE
SECURITIES NUMBER OF SHARES PER SHARE OFFERING PRICE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to the
1991 Employee Stock Purchase
Plan 400,000 $23.50 $9,400,000
- -----------------------------------------------------------------------------------------------
Proposed Maximum Offering Price $9,400,000
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Registration Fee $ 2,615.00
- -----------------------------------------------------------------------------------------------
</TABLE>
1.
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-31801 AND
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR
ENDED DECEMBER 31, 1998 NO. 000-19290
The contents of Registration Statement on Form S-8 No. 333-31801 filed
with the Securities and Exchange Commission on July 22, 1997 and the
Registrant's Annual Report for fiscal year ended December 31, 1998, filed with
the Securities and Exchange Commission on March 25, 1999 No. 000-19290 are
incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
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 Employee Stock Purchase Plan, as amended.
- -----------------
* Incorporated by reference from the 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.
<PAGE> 4
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
August 27, 1999.
COR THERAPEUTICS, INC.
By /s/ Peter S. Roddy
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Peter S. Roddy
Title: Vice President, Finance
(Principal Accounting 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.
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/ Vaughn M. Kailian President, Chief Executive August 27, 1999
- ----------------------------- Officer and Director (Principal
Vaughn M. Kailian Executive Officer)
/s/ Laura A. Brege Senior Vice President, Finance August 27, 1999
- ----------------------------- and Chief Financial Officer
Laura A. Brege (Principal Financial Officer)
/s/ Peter S. Roddy Vice President, Finance August 27, 1999
- ----------------------------- (Principal Accounting Officer)
Peter S. Roddy
</TABLE>
3.
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Shaun R. Coughlin Director August 19, 1999
- ---------------------------------------
Shaun R. Coughlin, M.D., Ph.D.
/s/ James. T. Doluisio Director August 20, 1999
- ---------------------------------------
James. T. Doluisio, Ph.D.
/s/ Charles J. Homcy Director August 27, 1999
- ---------------------------------------
Charles J. Homcy
Director August ___, 1999
- ---------------------------------------
Jerry T. Jackson
/s/ Ernest Mario Director August 19, 1999
- ---------------------------------------
Ernest Mario, Ph.D.
/s/ Robert R. Momsen Director August 27, 1999
- ---------------------------------------
Robert R. Momsen
/s/ Lloyd Hollingsworth Smith, Jr. Director August 19, 1999
- ---------------------------------------
Lloyd Hollingsworth Smith, Jr., M.D.
</TABLE>
4.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
<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. Reference is made to Exhibit
24.1 Power of Attorney is contained on the signature pages.
99.1* 1991 Employee Stock Purchase Plan, as amended.
</TABLE>
- ----------------------
* Incorporated by reference from the 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.
5.
<PAGE> 1
EXHIBIT 5.1
August 26, 1999
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 400,000 shares of the
Company's Common Stock, $.0001 par value (the "Shares"), pursuant to its 1991
Employee Stock Purchase Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, 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 Plan, the
Registration Statement and related Prospectus, 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 LLP
By: /s/ Julie M. Robinson
------------------------------
Julie M. Robinson
<PAGE> 1
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 Employee Stock Purchase Plan, as amended, of COR
Therapeutics, Inc. of our report dated January 19, 1999, with respect to the
financial statements of COR Therapeutics, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------------------
Palo Alto, California
August 26, 1999
